Updates On Buy Back Offer - Dispatch of Letter of Offer (Company Update)

LETTER OF OFFER
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This Letter of Offer is being sent to you as a registered Equity Shareholder of Welspun Enterprises Limited (the Company) as on the
Record Date in accordance with Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998, as amended. If you
require any clarifications about the action to be taken, you should consult your stock broker or your investment consultant or the
Manager to the Buyback i.e. Axis Capital Limited or the Registrar to the Buyback i.e. Link Intime India Private Limited. Please refer to
the section on Definitions for the definition of the capitalized terms used herein.
WELSPUN ENTERPRISES LIMITED

(Formerly known as Welspun Projects Limited)
CIN: L45201GJ1994PLC023920
Regd. Office: Welspun City, Village Versamedi, Taluka Anjar, District Kutch, Gujarat-370 110
Tel: + 91 2836 662222, Fax: + 91 2836 279010
Corporate Office: Welspun House, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai-400 013
Tel: + 91 22 6613 6000, Fax: + 91 22 2490 8020
Website: www.welspunenterprises.com; Email: companysecretary_wel@welspun.com
Contact Person: Ms.Indu Daryani, Company Secretary and Compliance Officer / Ms. Rashmi Mamtura, Company Representative
Cash offer to Buyback up to 4,35,10,133 (Four Crore Thirty Five Lakh Ten Thousand One Hundred Thirty Three Only) fully paid-up
equity shares of face value ` 10/- each (Equity Shares), representing 25% of the total number of Equity Shares in the issued,
subscribed and paid-up Equity Share capital of the Company as at March 31, 2016, from all the Equity Shareholders as on the Record
Date, i.e. February 14, 2017 on a proportionate basis, through the Tender Offer route, at a price of ` 62/- (Rupees Sixty Two Only)
per Equity Share for an aggregate amount of ` 269,76,28,246/- (Rupees Two Hundred and Sixty Nine Crore Seventy Six
Lakh Twenty Eight Thousand Two Hundred and Forty Six Only) .
1) The Buyback is in accordance with the provisions of Sections 68, 69, 70 and all other applicable provisions, if any, of the
Companies Act 2013, as amended and rules made thereunder to the extent applicable (the Companies Act), and in accordance
with Article 4A of the Articles of Association of the Company and subject to the provisions of the Buyback Regulations, and such
other approvals, permissions and exemptions as may be required from time to time from the BSE Limited (BSE) and the
National Stock Exchange of India Limited (NSE and BSE and NSE collectively referred as, the Recognized Stock Exchanges)
where the Equity Shares of the Company are listed, and from any other statutory and/or regulatory authority, as may be required
and which may be agreed to by the Board and/or any committee thereof. For the purpose of this Buyback, BSE is the Designated
Stock Exchange.
2) The Buyback Size is ` 269,76,28,246/- (Rupees Two Hundred and Sixty Nine Crore Seventy Six Lakh Twenty Eight Thousand
Two Hundred and Forty Six Only), which is 20.95% and 21.85% of the aggregate of the fully paid-up equity share capital and free
reserves as per the standalone and consolidated audited accounts of the Company for the financial year ended March 31, 2016
respectively (the last audited financial statements available as on the date of the Board Meeting approving the Buyback) and is
within the statutory limits of 25% of the aggregate of the fully paid-up equity share capital and free reserves as per the last
standalone audited financial statements of the Company.
3) This Letter of Offer is sent to the Equity Shareholders as on the Record Date i.e. February 14, 2017.
4) The procedure for acceptance is set out on page 24 of this Letter of Offer. The Form of Acceptance-cum-Acknowledgement (the
Tender Form) is enclosed together with this Letter of Offer.
5) A copy of the Public Announcement, Draft Letter of Offer is available and the Letter of Offer is expected to be available on the
website of Securities and Exchange Board of India.
6) Equity Shareholders are advised to refer to Details of the Statutory Approvals and Note on Taxation on page 22 and page 29,
respectively, of this Letter of Offer, before tendering their Equity Shares in the Buyback.
MANAGER TO THE BUYBACK REGISTRAR TO THE BUYBACK
Axis Capital Limited Link Intime India Private Limited

1st Floor, Axis House, C-101, 1st Floor, 247 IT Park, Lal Bahadur Shastri Marg,
C-2 Wadia International Centre, P. B. Marg, Worli, Vikhroli (West), Mumbai- 400083,
Mumbai 400 025, Maharashtra, India Maharashtra, India
Tel.: +91 22 4325 2183 Tel: +91 22 6171 5400
Fax: +91 22 4325 3000 Fax: +91 22 2596 0329
Email: bcml.buyback@axiscap.in Email: wel.buyback@linkintime.co.in
Website: www.axiscapital.co.in Website: www.linkintime.co.in
Contact Person: Mr. Ankit Bhatia Contact Person: Mr. Dinesh Yadav
SEBI Regn. No.: INM000012029 SEBI Registration No.: INR000004058
BUYBACK PROGRAMME
BUYBACK OPENS ON Friday, March 03, 2017
BUYBACK CLOSES ON Friday, March 17, 2017
LAST DATE/ TIME OF RECEIPT OF COMPLETED Tuesday, March 21, 2017
TENDER FORMS
TABLE OF CONTENTS
S. No Particulars Page No.

1 SCHEDULE OF ACTIVITIES 03
2 DEFINITION OF KEY TERMS 03
3 DISCLAIMER CLAUSE 05
TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF
06
4 DIRECTORS
5 DETAILS OF THE PUBLIC ANNOUNCEMENT 08
6 DETAILS OF THE BUYBACK 08
7 AUTHORITY FOR THE BUYBACK 10
8 NECESSITY OF THE BUYBACK 10
MANAGEMENT DISCUSSION AND ANALYSIS AND THE LIKELY IMPACT OF
10
9 BUYBACK ON THE COMPANY
10 BASIS OF CALCULATING THE BUYBACK PRICE 11
11 SOURCES OF FUNDS FOR THE BUYBACK 12
DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED
12
12 THEREIN
13 CAPITAL STRUCTURE AND SHAREHOLDING PATTERN 12
14 BRIEF INFORMATION OF THE COMPANY 13
15 FINANCIAL INFORMATION ABOUT THE COMPANY 19
16 STOCK MARKET DATA 20
17 DETAILS OF THE STATUTORY APPROVALS 22
18 DETAILS OF THE REGISTRAR TO THE BUYBACK 22
19 PROCESS AND METHODOLOGY FOR THE BUYBACK 22
20 PROCEDURE FOR TENDER OFFER AND SETTLEMENT 25
21 NOTE ON TAXATION 29
22 DECLARATION BY THE BOARD OF DIRECTORS 32
23 AUDITORS CERTIFICATE 33
24 DOCUMENTS FOR INSPECTION 36
25 DETAILS OF THE COMPLIANCE OFFICER 36
26 DETAILS OF THE REMEDIES AVAILABLE TO THE EQUITY SHAREHOLDERS 36
27 DETAILS OF INVESTOR SERVICE CENTRE 37
28 DETAILS OF THE MANAGER TO THE BUYBACK 37
DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE
37
29 INFORMATION IN THE LETTER OF OFFER
Page 2 of 37
1. SCHEDULE OF ACTIVITIES
Activity Day & Date
Date of the Board meeting approving the proposal for Buyback of Equity Thursday, December 22, 2016
Shares
Date of Postal Ballot results approving the Buyback Wednesday, February 01, 2017
Date of publication of Public Announcement for the Buyback Thursday, February 02, 2017
Record Date for determining the Buyback Entitlement and the names of Tuesday, February 14, 2017
Eligible Persons
Buyback opens on / date of opening of Buyback Friday, March 03, 2017
Buyback closes on / date of closing of Buyback Friday, March 17, 2017
Last date of deposit of the physical share certificates with the Registrar Tuesday, March 21, 2017
Last date of verification by Registrar Monday, March 27, 2017
Last date of providing Acceptance to the Stock Exchanges by the Registrar Monday, March 27, 2017
Last date of completion of settlement by the Clearing Corporation of the Wednesday, March 29, 2017
Stock Exchanges
Last date of dispatch of share certificates not accepted under the Buyback Wednesday, March 29, 2017
offer
Last date of extinguishment of Equity Shares Wednesday, April 05, 2017
2. DEFINITION OF KEY TERMS

Acceptance Acceptance of Equity Shares tendered by Eligible Persons in the Buyback Offer.
Additional Equity Additional Equity Shares tendered by an Eligible Person over and above the Buyback
Shares Entitlement of such Equity Shareholder.
Board/ Board of Board of directors of the Company.
Directors
BSE BSE Limited.
Buyback/ Offer Offer by Welspun Enterprises Limited to buy back up to maximum of 4,35,10,133 fully
paid-up Equity Shares of face value of ` 10/- each at a price of ` 62/- per Equity Share
from all the Equity Shareholders, as on the Record Date of the Company through the
Tender Offer process on a proportionate basis.
Buyback Committee The Buyback Committee comprising Mr. Balkrishan Goenka, Chairman & Whole-Time
Director, Mr. Ram Gopal Sharma, Independent Director, Mr. Rajesh Mandawewala,
Director, Mr. Sandeep Garg, Managing Director, authorized, interalia, for the purposes
of the Buyback Offer by a resolution dated December 22, 2016 of the Board of Directors.
Buyback Entitlement The number of Equity Shares that an Equity Shareholder is entitled to tender in the
Buyback Offer, based on the number of Equity Shares held by that Equity Shareholder,
on the Record Date and the ratio of Buyback applicable in the category, to which such
Equity Shareholder belongs.
Buyback Price Price at which Equity Shares will be bought back from the Equity Shareholders i.e. `
62/- per fully paid up Equity Share, payable in cash.
Buyback Regulations Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998
including any statutory modifications or re-enactments thereof.
Buyback Size Number of Equity Shares proposed to be bought back (i.e. 4,35,10,133 Equity Shares)
multiplied by the Buyback Price (i.e. ` 62 per Equity Share) aggregating to `
269,76,28,246/- (Rupees Two Hundred and Sixty Nine Crore Seventy Six Lakh Twenty
Eight Thousand Two Hundred and Forty Six Only). The Buyback Size excludes the
transaction costs viz. brokerage, applicable taxes such as securities transaction tax,
service tax, stamp duty etc.
DIN Director Identification Number
CDSL Central Depository Services (India) Limited.
Company Welspun Enterprises Limited (formerly known as Welspun Projects Limited).
Companies Act The Companies Act, 2013 (as amended).
Depositories Collectively, National Securities Depository Limited and Central Depository Services
(India) Limited.
Designated Stock BSE Limited.
Exchange
Directors Directors of the Company.
Draft Letter of Offer Draft letter of offer dated February 02, 2017, filed with SEBI through the Manager to the
Buyback, containing disclosures in relation to the Buyback as specified in Schedule III
of the Buyback Regulations.
DP Depository Participant.
Page 3 of 37
Eligible Person(s) Person(s) eligible to participate in the Buyback Offer and would mean all Equity
Shareholders as on the Record Date being February 14, 2017.
Equity Shares Fully paid up Equity Shares of face value of ` 10/- each of Company.
Equity Shareholder Holders of the Equity Shares and includes beneficial owners thereof.
Escrow Account The Escrow Account opened with Yes Bank Limited.
Escrow Agent Yes Bank Limited
Escrow Agreement The escrow agreement dated February 01, 2017 entered into between the Company, Yes
Bank Limited and Axis Capital Limited.
FEMA The Foreign Exchange Management Act, 1999, as amended.
FPI Foreign Portfolio Investors
FII(s) Foreign Institutional Investor(s).
HUF Hindu Undivided Family.
IT Act/ Income Tax Act The Income Tax Act, 1961, as amended.
Letter of Offer This letter of offer filed with SEBI, through the Manager to the Buyback, containing
disclosures in relation to the Buyback as specified in Schedule III of the Buyback
Regulations, incorporating comments received from SEBI on the Draft Letter of Offer.
LODR Regulations SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
LTCG Long-Term Capital Gains
Manager to the Axis Capital Limited
Buyback
Non-Resident Includes Non-resident Indians (NRI) and Foreign Institutional Investors (FII) / Foreign
Shareholders Portfolio Investor as defined under SEBI FPI Regulations.
NSDL National Securities Depository Limited.
NSE National Stock Exchange of India Limited
Public Announcement Public announcement regarding the Buyback dated February 1, 2017 published in
Financial Express (English National Daily), Jansatta (Hindi National Daily) and Kutch
Mitra (Regional Language Daily) on February 02, 2017.
RBI Reserve Bank of India.
Recognized Stock Collectively, BSE and NSE, being the stock exchanges where the Equity Shares of the
Exchanges Company are listed.
Record Date The date for the purpose of determining the Buyback Entitlement and the names of the
Eligible Persons to whom the Letter of Offer and Tender Form will be sent, and who are
eligible to participate in the proposed Buyback offer in accordance with the Regulations.
The Record Date for the Offer is February 14, 2017.
Registrar to the Link Intime India Private Limited
Buyback
SEBI Securities and Exchange Board of India.
Small Shareholder A shareholder, who holds Equity Shares whose market value, on the basis of closing
price on BSE and /or NSE as on the Record Date (February 14, 2017), is not more than
two lakh Rupees.
STCG Short-Term Capital Gains
Tender Form Form of AcceptancecumAcknowledgement.
Tender Offer Method of Buyback as defined in Regulation 2(1)(o) of the Buyback Regulations.
Page 4 of 37
3. DISCLAIMER CLAUSE
As required, a copy of the Draft Letter of Offer had been submitted to SEBI. It is to be distinctly understood that
submission of the Draft Letter of Offer to SEBI should not in any way be deemed or construed that the same has been
cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of the Company
to meet the Buyback commitments or for the correctness of the statements made or opinions expressed in the Draft
Letter of Offer. The Manager to the Buyback, Axis Capital Limited, has certified that the disclosures made in the Draft
Letter of Offer are generally adequate and are in conformity with the provisions of the Companies Act, 2013 and
Buyback Regulations. This requirement is to facilitate investors to take an informed decision for tendering their Equity
Shares in the Buyback.
It should also be clearly understood that while the Company is primarily responsible for the correctness, adequacy and
disclosure of all relevant information in the Draft Letter of Offer, the Manager to the Buyback is expected to exercise
due diligence to ensure that the Company discharges its duty adequately in this behalf and towards this purpose.
Pursuant to this requirement, the Manager to the Buyback, Axis Capital Limited, has furnished to SEBI a Due
Diligence Certificate dated February 02, 2017 in accordance with the Buyback Regulations, which reads as follows:
We have examined various documents and materials contained in the annexure to this letter as part of the due-
diligence carried out by us in connection with the finalization of the public announcement and the draft letter of offer.
On the basis of such examination and the discussions with the Company, we hereby state that:
The public announcement and the draft letter of offer are in conformity with the documents, materials and papers
relevant to the buyback offer;
All the legal requirements connected with the said offer including SEBI (Buyback of Securities) Regulations,
1998, as amended, have been duly complied with.
The disclosures in the public announcement and the draft letter of offer are, to the best of our knowledge, true, fair
and adequate in all material respects for the shareholders of the Company to make a well informed decision in
respect of the captioned buyback offer.
Funds used for the Buyback shall be as per the provisions of the Companies Act, 2013, as amended and to the
extent notified.
The filing of offer document with SEBI, does not, however, absolve the Company from any liabilities under the
provisions of the Companies Act, as amended or from the requirement of obtaining such statutory or other clearances
as may be required for the purpose of the proposed Buyback
The promoters of the Company/ Directors declare and confirm that no information/ material likely to have a bearing on
the decision of Eligible Persons has been suppressed / withheld and / or incorporated in the manner that would amount
to mis-statement/ misrepresentation and in the event of it transpiring at any point of time that any information/ material
has been suppressed/ withheld and/ or amounts to a mis-statement/ misrepresentation, the promoters of the Company /
Directors and the Company shall be liable for penalty in terms of the provisions of the Companies Act, and the
Buyback Regulations.
The promoters of the Company/ Directors also declare and confirm that funds borrowed from banks and financial
institutions will not be used for the Buyback.
Important Notice to All Shareholders
This Letter of Offer has been prepared for the purposes of compliance with the regulations of the Buyback
Regulations. Accordingly the information disclosed may not be the same as that which would have been disclosed if
this document had been prepared in accordance with the laws and regulations of any jurisdiction outside of India. The
Company and the Manager to the Buyback are under no obligation to update the information contained herein at any
time after the date of this Letter of Offer.
This Letter of Offer does not in any way constitute an offer to sell, or an invitation to sell, any securities in any
jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such
offer or solicitation. The Letter of Offer shall be dispatched through electronic mode / physical mode to all
Shareholders whose names appear on the register of members of the Company, as of the Record Date. However,
receipt of the Letter of Offer by any Shareholders in a jurisdiction in which it would be illegal to make this Offer, or
where making this Offer would require any action to be taken (including, but not restricted to, registration of the Letter
of Offer under any local securities laws), shall not be treated by such Shareholders as an offer being made to them.
Potential users of the information contained in this Letter of Offer are requested to inform themselves about and to
observe any such restrictions. Any Eligible Shareholder who tenders his, her or its Equity Shares in the Buyback Offer
shall be deemed to have declared, represented, warranted and agreed that he, she or it is authorized under the
provisions of any applicable local laws, rules, regulations and statutes to participate in the Buyback.
Page 5 of 37
4. TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS
RESOLVED THAT pursuant to Article 4A of the Articles of Association of the Company and the provisions of
Sections 68, 69, 70 and other applicable provisions, if any, of the Companies Act, 2013 (as amended) (the Act), the
Companies (Share Capital and Debentures) Rules, 2014 (as amended) (the Share Capital Rules) to the extent
applicable, and in compliance with the Securities and Exchange Board of India (Buy Back of Securities) Regulations,
1998 (as amended) (the Buyback Regulations), including any amendments, statutory modifications or re-enactments
thereof for the time being in force, and subject to the approval of the members of the Company by way of a special
resolution, and subject to such other approvals, permissions and sanctions as may be required and subject to such
conditions and modifications, if any, as may be prescribed or imposed by the appropriate authorities while granting
such approvals, permissions and sanctions, which may be agreed by the Board of Directors of the Company
(hereinafter referred to as the Board, which shall include any Committee constituted/ to be constituted by the Board
of Directors of the Company to exercise powers conferred by this resolution, including the Buyback Committee),
consent of the Board be and is hereby accorded for buyback of not exceeding 4,35,10,133 (Four Crore Thirty Five
Lakh Ten Thousand One Hundred Thirty Three Only) fully paid up equity shares (representing 25% of the total paid-
up equity share capital of the Company as on March 31, 2016) of the face value of ` 10/- (Rupees Ten Only) each
(hereinafter referred to as the Equity Shares or Shares) at a price of ` 62/- (Rupees Sixty Two Only) per equity
share payable in cash (Buyback Price) for an aggregate amount up to ` 269,76,28,246/- (Rupees Two Hundred and
Sixty Nine Crore Seventy Six Lakh Twenty Eight Thousand Two Hundred and Forty Six Only) excluding transaction
costs viz. brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty, etc. (Buyback Size),
representing 20.95% and 21.85% respectively of the aggregate of the Standalone and Consolidated paid-up Share
Capital and Free Reserves (including Securities Premium Account) as per the audited accounts of the Company for the
financial year ended March 31, 2016, being within the 25% limit of paid-up Share Capital and Free Reserves
(including Securities Premium Account) as per the provisions of the Act, out of the Free Reserves and/or the
Securities Premium Account of the Company or such other source as may be permitted by the Buyback Regulations or
the Act, from the members of the Company, as on record date to be determined by the Board (hereinafter referred to as
the the Record Date), on a proportionate basis through Tender Offer route as prescribed under the Buyback
Regulations (the Buyback).
RESOLVED FURTHER THAT the Buyback Size does not include any expenses incurred or to be incurred for the
Buyback like filing fees payable to the Securities and Exchange Board of India, advisors fees, public announcement
publication expenses, printing and dispatch expenses and other incidental and related expenses.
RESOLVED FURTHER THAT all of the shareholders of the Company who hold Equity Shares as on the Record
Date will be eligible to participate in the Buyback including: (i) promoters, promoter group and persons in control of
the Company who hold equity shares of the Company as on the Record Date and (ii) holders of Global Depositary
Receipts of the Company (GDRs) who cancel any of their GDRs and withdraw the underlying Equity Shares prior to
the Record Date such that they hold Equity Shares as on the Record Date.
RESOLVED FURTHER THAT the Buyback of shares from Non-Resident Shareholders, Overseas Corporate
Bodies, Shareholders of foreign nationality etc. shall be subject to such approval of the Reserve Bank of India, if any,
as may be required under the Foreign Exchange Management Act, 1999.
RESOLVED FURTHER THAT the Buyback shall have reservation for small shareholders in accordance with the
provisions of the Buyback Regulations.
RESOLVED FURTHER THAT the Company shall implement the Buyback using the Mechanism for acquisition of
shares through Stock Exchange notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015
read with circular CFD/ DCR2/ CIR/ P/ 2016/131 dated December 09, 2016 or such other mechanism as may be
applicable.
RESOLVED FURTHER THAT the Buyback would be subject to the condition of maintaining minimum public
shareholding requirements as specified in Regulation 38 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations 2015 (the Listing Regulations).
RESOLVED FURTHER THAT the amount required by the Company for the Buyback is intended to be met out of
the sources permitted under the Act and the Regulations and on such terms and conditions as the Board may decide
from time to time at its absolute discretion.
RESOLVED FURTHER THAT in terms of Regulation 19(3) of the Buyback Regulations, Ms. Indu Daryani,
Company Secretary and, in her absence, Ms. Rashmi Mamtura, a Company Representative, be and are hereby
appointed as the Compliance Officers for the Buyback.
Page 6 of 37
RESOLVED FURTHER THAT the draft of the Declaration of Solvency prepared in the prescribed form and
supporting affidavit and other documents, placed before the meeting be and are hereby approved and that Mr. Sandeep
Garg, Managing Director, and any one of Mr. Balkrishan Goenka and Mr. Rajesh Mandawewala, Directors of the
Company, be and are hereby authorized to sign the same, for and on behalf of the Board and file the same with the
Registrar of Companies, Ahmedabad and the Securities and Exchange Board of India in accordance with the
applicable laws.
RESOLVED FURTHER THAT the Board hereby confirms that it has made a full enquiry into the affairs and
prospects of the Company and has formed the opinion:
a) that immediately following the date of this Board meeting and the date on which the results of postal ballot
approving the Buyback will be declared, there will be no grounds on which the Company could be found unable to
pay its debts;
b) that as regards its prospects for the year immediately following the date of this Board meeting and the date on
which the results of postal ballot approving the Buyback will be declared, having regard to the Boards intentions
with respect to the management of the Companys business during that year and to the amount and character of the
financial resources which will, in the Boards view, be available to the Company during that year, the Company
will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of
one year from the date of this Board meeting and the date on which the results of postal ballot approving the
Buyback will be declared; and;
c) that in forming their opinion for the above purposes, the Board has taken into account the liabilities as if the
Company were being wound up under the provisions of the Companies Act (including prospective and contingent
liabilities).
RESOLVED FURTHER THAT the Board hereby confirms that:
a) the Company shall not issue any Equity Shares or specified securities including by way of bonus till the date of
closure of the Buyback from the date of resolution passed by the Shareholders approving the Buyback;
b) the Company shall not raise further capital for a period of one year from the closure of the Buyback, except in
discharge of subsisting obligations such as conversion of warrants, stock option schemes, sweat equity or
conversion of preference shares or debentures into equity shares;
c) the Company shall not buyback locked-in Equity Shares and non-transferable Equity Shares till the pendency of
the lock-in or till the Equity Shares become transferable;
d) the Company shall not buyback its Equity Shares from any person through negotiated deal whether on or off the
Stock Exchanges or through spot transactions or through any private arrangement in the implementation of the
Buyback;
e) there are no defaults subsisting in the repayment of deposits, redemption of debentures or preference shares or
repayment of any term loans to any financial institution or banks;
f) that the Company has been in compliance with Sections 92, 123, 127 and 129 of the Act;
g) the aggregate amount of the Buyback i.e. ` 269,76,28,246/- (Rupees Two Hundred and Sixty Nine Crore Seventy
Six Lakh Twenty Eight Thousand Two Hundred and Forty Six Only) does not exceed 25% of the total paid-up
Equity Share Capital and Free Reserves of the Company as on 31st March, 2016;
h) the Company shall not make any offer of buyback within a period of one year reckoned from the date of closure of
the Buyback;
i) there is no pendency of any scheme of amalgamation or compromise or arrangement;
j) pursuant to the provisions of the Companies Act, as on date; and the ratio of the aggregate of secured and
unsecured debts owed by the Company shall not be more than twice the paid-up Equity Share Capital and Free
Reserves after the Buyback.
RESOLVED FURTHER THAT Mr. Balkrishan Goenka, Mr. Rajesh Mandawewala and Mr. Sandeep Garg,
directors of the Company, Mr. Shriniwas Kargutkar Chief Financial Officer, Ms. Indu Daryani Company
Secretary, Mr. Devendra Krishna Patil President Secretarial (Welspun Group), Mr. Akhil Jindal, Welspun Group
CFO and Ms. Rashmi Mamtura be and are hereby severally authorised to do all such acts, deeds and things as may be
necessary, expedient or proper with regard to the implementation of the Buyback, including, but not limited to:
1. The appointment of Merchant Bankers, Brokers, Registrars, Advertising Agency, Compliance Officer and other
Advisors, Consultants or Representatives;
2. Opening and operating an Escrow account as per the provisions of Buyback Regulations.
3. The initiating of all necessary actions for preparation and issue of Public Notice and Public Announcement, Draft
Letter of Offer and Letter of Offer;
4. The filing of Public Notice and Public Announcement, Certificates for Declaration of Solvency with SEBI/ Stock
exchanges and other appropriate authorities and filing of Certificate of extinguishment of shares and physical
destruction of share certificates and all other documents required to be filed in connection with the Buyback with
the appropriate authorities;
Page 7 of 37
5. The making of all applications to the appropriate authorities for their requisite approvals;
6. The opening, operation and closure of all necessary Accounts such as Broking Account, Escrow Account,
Depository Account;
7. To settle all such questions, difficulties or doubts that may arise in relation to the implementation of the Buyback;
8. To do all such acts, deeds, matters and things as it may in its absolute discretion, deem necessary, expedient, usual
or proper and
9. To delegate all or any of the authorities conferred as above to any Officer(s)/Authorised Representative(s) of the
Company to give effect to the aforesaid resolution or to accept any change(s) or modification(s) as may be
suggested by the appropriate Authorities or Advisors
RESOLVED FURTHER THAT a copy of the foregoing resolution certified by any of the Director of the Company
or the Company Secretary be forwarded to concerned persons/authorities and they be requested to act thereon.
5. DETAILS OF THE PUBLIC ANNOUNCEMENT
As per Regulation 8(1) of the Buyback Regulations, the Company has made a Public Announcement dated February
01, 2017 for the Buyback of Equity Shares published on February 02, 2017 in the following newspapers, which is
within two working days from the date of passing the shareholders resolution of the Company approving the Buyback
i.e. February 01, 2017
Name of the Newspaper Language Editions
Financial Express English All
Jansatta Hindi All
Kutch Mitra Gujarati Bhuj
(A copy of the Public Announcement is available on the SEBI website at www.sebi.gov.in)
6. DETAILS OF THE BUYBACK
6.1 Welspun Enterprises Limited has announced the buyback of up to 4,35,10,133 (Four Crore Thirty Five Lakh Ten
Thousand One Hundred Thirty Three Only) fully paid-up Equity Shares of face value of ` 10/- each from all the
Equity Shareholders of the Company as on the Record Date, on a proportionate basis, through the Tender Offer route,
subject to compliance with the provisions of Sections 68, 69, 70 and other applicable provisions, if any, of the
Companies Act, the Buyback Regulations, the LODR Regulations and applicable rules and regulations as specified by
RBI, amongst others, at the Buyback Price of ` 62/- per Equity Share payable in cash, for an aggregate maximum
amount of ` 269,76,28,246/- (Rupees Two Hundred and Sixty Nine Crore Seventy Six Lakh Twenty Eight Thousand
Two Hundred and Forty Six Only), which is 20.95% and 21.85% of the aggregate of the fully paid-up equity share
capital and free reserves as per the standalone and consolidated audited accounts of the Company for the financial
year ended March 31, 2016 (the last audited financial statements available as on the date of the Board Meeting
approving the Buyback) and is within the statutory limits of 25% of the aggregate of the fully paid-up equity share
capital and free reserves as per the last standalone audited financial statements of the Company. The maximum
number of Equity Shares proposed to be bought back represents 25% of the total number of Equity Shares in the total
paid up equity share capital of the Company as at March 31, 2016.
6.2 The Buyback is proposed to be implemented by the Company through Tender Offer Method from the Equity
Shareholders on a proportionate basis. However, 15% of the number of Equity Shares which the Company proposes
to buy back or number of Equity Shares entitled as per their shareholding, whichever is higher, shall be reserved for
Small Shareholders. As per Regulation 2(1)(la) of the Buyback Regulations, a small shareholder means a
shareholder of a listed company, who holds shares or other specified securities whose market value, on the basis of
closing price of shares or other specified securities, on the recognised stock exchange in which highest trading volume
in respect of such security, as on record date is not more than ` 2,00,000 (Rupees Two Lakh Only).
6.3 The aggregate shareholding of the Promoters and of the Directors of the Promoter where Promoter is a Company and
the persons who are in control of the Company and of Directors and Key Managerial Personnel of the Company, as
on February 01, 2017, i.e. the date of which the results of postal ballot were declared and the Record date is given
below:
(i) Shareholding of the promoters and promoter group of the Company:

Sr. Name of Shareholder No. of Equity
Percentage of issued
No. Shares held
Equity Share Capital
(on fully diluted basis)
A. Promoter and promoter group who are in control of the Company (Welspun promoter group):
1. Mr. Balkrishan Goenka 84 0.00
2. Mr. Rajesh Mandawewala 120 0.00
Page 8 of 37
3. MGN Agro Properties Private Limited 58,175,951 33.38
4. Welspun Investments and Commercials Limited 3,139,800 1.80
5. Welspun Zucchi Textiles Limited 60 0.00
Total (A) 61,316,015 35.18
B. Foreign co-promoter:
1. Intech Metals S.A. 37,80,000 2.17
Total (B) 37,80,000 2.17
Total (A)+(B) 65,096,015 37.35
(ii) Shareholding of the Directors of the companies forming part of promoter group:
Apart from as mentioned above, none of the other Directors of the companies forming part of the promoter group
hold any equity share in the Company.
(iii) Shareholding of the Directors or Key Managerial Personnel of the Company:
Apart from the following, none of the other Directors or Key Managerial Personnel of the Company holds any equity
shares in the Company:
Sl. Name of shareholder Designation No. of Equity Percentage of issued
No. Shares held Equity Share Capital
1. Mr. Balkrishan Goenka Chairman (Executive) 84 Negligible

2. Mr. Rajesh Mandawewala Director (Non-Executive) 120 Negligible
3. *Mr. Sandeep Garg Managing Director 9,60,000 0.55
4. Mr. Ram Gopal Sharma Independent Director 1 Negligible
5. Ms. Mala Todarwal Independent Director 800 0.00
* Equity shares allotted pursuant to the Companys Managing Director ESOP Plan
6.4 Shareholding of the Promoters and Promoter Group post buyback is disclosed in clause 13.4 below.
6.5 After the completion of the Buyback, the non-promoter shareholding of the Company shall not fall below the
minimum level required as per the LODR Regulations.
6.6 Details of transactions undertaken by the Promoters and Promoter Group of the Company and directors of Promoters
for a period of twelve months preceding the date of Public Announcement:
No equity shares of the Company were either purchased or sold by any of the persons mentioned at 6.3 above, during
the period of twelve months preceding February 01, 2017, being the date of Public Announcement, except that:
a. Krishiraj Trading Limited, Welspun Mercantile Limited, Welspun Wintex Limited and Welspun Infra Developers
Limited (Transferor Companies) got merged into MGN Agro Properties Private Limited (Transferee Company)
pursuant to the Court approved scheme of arrangement between the aforesaid Welspun Group Promoter Companies
which was made effective from September 27, 2016. As a result, shares held by Transferor Companies in the
Company were vested with the Transferee Company.
b. Mr. Sandeep Garg, Managing Director of the Company was allotted 2,40,000 equity shares under the Company's MD
ESOP Plan on July 18, 2016, free of cost.
6.7 In terms of the Buyback Regulations, under the Tender Offer, the Promoter and Promoter Group, being in control of
the Company, have an option to participate in the Buyback. In this regard, Welspun promoter group have intended not
to participate in the Buyback. Intech Metals S.A has expressed its intention vide their letter dated December 22, 2016
to tender up to 37,80,000 (Thirty Seven Lakh Eighty Thousand Only) Equity Shares.
6.8 Intech Metals S.A. held 90,00,000 (Ninety Lakh Only) equity shares of the face value of ` 10/- each in Welspun Corp
Limited (WCL) which were allotted for cash at par on 27 January,1997. Later on, with respect to the aforesaid
investment, consequent upon demerger of a business undertaking of WCL to a transferee company and subsequent
merger of the transferee company into the Company, Intech Metals S.A. got allotted on June 15, 2015, 37,80,000
(Thirty Seven Lakh and Eighty Thousand Only) equity shares of `10/- each fully paid up of the Company which it
presently holds and cost of it based on the original cost of acquisition in Indian Rupee terms is ` 13.92 per share.
6.9 Subsequent to the date of the Board Meeting i.e. December 22, 2016, the Promoters and Promoter Group of the
Company have not entered into any transactions in relation to the Equity Shares of the Company.
Page 9 of 37
7. AUTHORITY FOR THE BUYBACK
Pursuant to the provisions of, Sections 68, 69, 70 and all other applicable provisions, if any, of the Companies Act,
2013 and in accordance with Article 4A of the Articles of Association of the Company and subject to the provisions
of the Buyback Regulations, and such other approvals, permissions and exemptions as may be required from time to
time from Stock Exchanges, where the Equity Shares of the Company are listed, and from any other statutory and/or
regulatory authority, as may be required and which may be agreed to by the Board and/or any committee thereof, the
Buyback through a tender offer has been duly authorised by a resolution passed by the Board of Directors at its
meeting held on December 22, 2016 and by the shareholders of the Company through postal ballot notice dated
December 23, 2016, the results of which were announced on February 01, 2017.
8. NECESSITY OF THE BUYBACK
Buyback will be beneficial to the Company and its Equity Shareholders, inter-alia, for the following reasons:
i. The Buyback will help the Company to return surplus cash to its members, holding equity shares and tendering
under the Buyback, broadly in proportion to their shareholding, thereby, enhancing the overall return to the
members;
ii. The Buyback, which is being implemented through the Tender Offer route as prescribed under the Buyback
Regulations, would involve allocation of higher of number of shares as per their entitlement or 15% of the number
of shares to be bought back, reserved for the small shareholders. The Company believes that this reservation for
small shareholders would benefit a large number of public shareholders, who would get classified as small
shareholder;
iii. The Buyback will help in improving return on equity, by reduction in the equity base, thereby leading to long term
increase in shareholders value;
iv. The Buyback gives an option to the members holding equity shares of the Company, who can choose to
participate and get cash in lieu of equity shares to be accepted under the Buyback offer or they may choose not to
participate and enjoy a resultant increase in their percentage shareholding, post the Buyback offer, without
additional investment.
v. Optimizes the capital structure.
After considering the above mentioned factors and benefits to the Equity Shareholders, the Board of Directors
decided to recommend Buyback of up to 4,35,10,133 (Four Crore Thirty Five Lakh Ten Thousand One Hundred
Thirty Three Only) Equity Shares of ` 10/- each (representing 25% of the total number of the equity share capital of
the Company as at March 31, 2016) at the Buyback Price i.e. ` 62.00 per Equity Share aggregating to `
269,76,28,246/- (Rupees Two Hundred and Sixty Nine Crore Seventy Six Lakh Twenty Eight Thousand Two
Hundred and Forty Six Only).
9. MANAGEMENT DISCUSSION AND ANALYSIS AND THE LIKELY IMPACT OF BUYBACK ON THE
COMPANY
9.1 We believe the Buyback is not likely to cause any material impact on the profitability / earnings of the Company
except a reduction in the investment income, which the Company could have otherwise earned on the amount
distributed towards Buyback. Assuming there is full response to the Buyback, the funds deployed by the Company
towards the Buyback would be ` 269,76,28,246/- (Rupees Two Hundred and Sixty Nine Crore Seventy Six Lakh
Twenty Eight Thousand Two Hundred and Forty Six Only). This shall impact the investment income earned by the
Company, on account of reduced amount of funds available.
9.2 We believe the Buyback will not in any manner impair the ability of the Company to pursue growth opportunities or
meet its cash requirements for business operations.
9.3 The Buyback is expected to contribute to the overall enhancement of shareholder value, and result in an increase in
the return on equity of the Company.
9.4 Assuming response to the Buyback is to the extent of 100% (full acceptance) from all the Equity Shareholders upto
their Buyback Entitlement, the aggregate shareholding of the Promoters and Promoter Group post the Buyback will
increase from 37.35%, which is the Promoter and Promoter Group holding as at date, to 49.13% of the post Buyback
Equity Share capital of the Company.
9.5 Assuming response to the Buyback is to the extent of 100% (full acceptance) from all the Equity Shareholders upto
their Buyback Entitlement, the aggregate shareholding of the public shall decrease from 62.65%, which is the public
holding as at date, to 50.87% of the post Buyback Equity Share capital of the Company.
Page 10 of 37
9.6 The Buyback of Equity Shares shall not result in a change in control or otherwise affect the existing management
structure of the Company.
9.7 Consequent to the Buyback and based on the number of Equity Shares bought back from the Non-Resident
Shareholders, Indian financial institutions, banks, mutual funds and the public including other bodies corporate, the
shareholding of each such person may undergo a change.
9.8 The debt-equity ratio after the completion of the Buyback will be within the permissible limit of 2:1 prescribed by the
Companies Act, even if the response to the Buyback is to the extent of 100% (full acceptance).
9.9 The Promoters and Promoter Group of the Company shall not deal in the Equity Shares of the Company on Stock
Exchanges or off market, including by way of inter-se transfer(s) of Equity Shares among the Promoters and
Promoter Group during the period from the date of Shareholders resolution approving the Buyback till the closing of
the Offer.
9.10 The Company shall not raise further capital for a period of one year from the closure of the Buyback except in
discharge of its subsisting obligations.
9.11 The Company shall not issue any equity shares or other securities (including by way of bonus) till the date of closure
of the Buyback.
9.12 Salient financial parameters consequent to the Buyback based on the latest audited results as on March 31, 2016 are
as under:
Parameter Standalone Consolidated
Pre- Post Pre- Post
Buyback* Buyback* Buyback* Buyback*
Networth# (` in Lakhs) 128,786.61 101,810.33 123,475.00 96,498.72
Return on Networth# (%) 2.55 3.22 0.14 0.18
Basic Earnings per Share (`) 1.89 2.51 0.10 0.13
Book Value per Share# (`) 74.00 78.00 70.95 73.93
P/E as per the latest audited financial results$ 32.86 24.74 621.00 477.69
Total Debt/Equity Ratio (Total Debt/Net
0.05 0.07 0.24 0.30
worth)#
* Pre and Post Buyback Calculations are based on financial numbers as on March 31, 2016. The post Buyback
numbers are calculated by reducing the net worth by the proposed buyback amount (assuming full acceptance)
without factoring in any impact on the profit & loss account.
#
Excluding Capital Reserve, Capital Redemption Reserve, Revaluation Reserve, Share Option outstanding,
Amalgamation Reserve.
$
P/E Ratio based on the closing market price as on February 1, 2017, the date of publication of the Public
Announcement ` 62.10 on NSE.
10. BASIS OF CALCULATING THE BUYBACK PRICE
10.1 The Buyback Price per Equity Share has been arrived at after considering various factors such as the accumulated free
reserves (including Securities Premium Account) as well as the cash liquidity reflected in the audited accounts of the
Company for the financial year ended March 31, 2016, the prevailing market price of the equity shares of the
Company before the announcement of Board Meeting for consideration of Buyback, the net worth of the Company
and the impact of the Buyback on the key financial ratios of the Company.
10.2 The closing market price of the Equity Shares as on the date of intimation of the date of the Board meeting for
considering the Buyback, being December 19, 2016 was `59.55 and ` 59.40 on BSE and NSE respectively, and the
Buyback Offer Price of ` 62/- (Rupees Sixty Two Only) per equity share represents a premium of 4.11% and 4.38%
over the closing price of the Equity Shares on BSE and NSE, respectively.
10.3 The Buyback Price per Equity Share represents a premium of 0.75% and 0.81% over the average closing prices of the
Companys Equity Shares on BSE and NSE respectively for 6 months preceding the date of intimation to BSE and
NSE for the Board Meeting to consider the proposal of the Buyback, being December 19, 2016 and 2.12% and 2.28%
over the average closing prices of the Companys equity shares on BSE and NSE respectively for 2 weeks preceding
the date of intimation to BSE and NSE for the Board Meeting to consider the proposal of the Buyback.
10.4 The basic earnings per Equity Share of the Company pre Buyback as on March 31, 2016, considering the number of
shares outstanding as on March 31, 2016 is ` 1.89 and ` 0.10 on a standalone and consolidated basis respectively,
Page 11 of 37
which will increase to ` 2.51 and ` 0.13 on a standalone and consolidated basis respectively, post Buyback assuming
full acceptance of the Buyback.
10.5 The return on net worth of the Company pre Buyback as on March 31, 2016 is 2.55% and 0.14% on a standalone and
consolidated basis respectively, which will increase to 3.22% and 0.18% on a standalone and consolidated basis
respectively, post Buyback assuming full acceptance of the Buyback.
11. SOURCES OF FUNDS FOR THE BUYBACK
Assuming full acceptance, the funds that would be utilized by the Company for the purpose of the Buyback would be
` 269,76,28,246/- (Rupees Two Hundred and Sixty Nine Crore Seventy Six Lakh Twenty Eight Thousand Two
Hundred and Forty Six Only).
The funds for the Buyback will be sourced from cash balances available with the Company and/or liquidation of
financial instruments held by the Company. The Company shall transfer from its free reserve / securities premium
account a sum equal to the nominal value of the equity shares bought back through the Buyback to the Capital
Redemption Reserve Account and the details of such transfer shall be disclosed in its subsequent audited Balance
Sheet. The Company does not intend to raise additional debt for the explicit purposes of the Buyback. Thus, funds
from banks and financial institutions will not be used for the Buyback.
12. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN
12.1 In accordance with Regulation 10 of the Buyback Regulations, the Company has appointed Yes Bank Limited, having
its registered office at 9th Floor, Nehru Centre, Discovery of India, Dr. A B Road, Worli, Mumbai 400 018, as the
Escrow Agent for Buyback, and an Escrow Agreement has been entered into amongst the Company, Axis Capital
Limited and Escrow Agent on February 01, 2017.
12.2 In accordance with the Escrow Agreement, the Company has opened an Escrow Account in the name and style of
Welspun Enterprises Limited Buyback Escrow A/c bearing account number 013480200000132 with the Escrow
Agent. In accordance with Regulation 10 of the Buyback Regulations, the Company has deposited ` 42,00,00,000
(Rupees Forty Two Crores Only) in the Escrow Account, being in excess of 25% up to ` 100 crore and 10%
thereafter of the total consideration payable by the Company under the Offer, assuming full acceptance. In accordance
with the Buyback Regulations, the Manager to the Buyback is empowered to operate the Escrow Account and any
fixed deposit created therefrom.
12.3 The Company has adequate and firm financial resources to fulfill the obligations under the Buyback and the same has
been certified by the statutory auditors to the Company, M/s. MGB & Co LLP., Chartered Accountants, Firm
Registration No. 101169W/W-100035, Partner Sanjay Kothari, Membership No. 048215, located at Peninsula
Business Park, Tower B, 19th Floor, Lower Parel, Mumbai, 400013, Tel. +91 22 6124 6124, vide their certificate
dated February 01, 2017.
12.4 Based on the aforementioned certificate, the Manager to the Buyback confirms that it is satisfied that firm
arrangements for fulfilling the obligations under the Buyback are in place and that the Company has the ability to
implement the Buyback in accordance with the Buyback Regulations.
13. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN
13.1 The present capital structure of the Company is as follows:

(` in Lakhs)
Parameters Pre-Buyback
Authorized Share Capital
180,000,000 Equity Shares of ` 10/- each 18,000.00
Issued, Subscribed and Paid-up Share Capital
Assuming full acceptance in the Buyback, the capital structure of the Company post Buyback would be as follows:
(` in Lakhs)
Parameters Post-Buyback
Authorized Share Capital
Issued, Subscribed and Paid-up Share Capital
Page 12 of 37
13.2 The Company has not undertaken any Buy Back of its Equity Shares in the last three years.
13.3 There are no partly paid up Equity Shares or calls in arrears or convertible instruments or preference shares as on the
date of this Letter of Offer.
13.4 The shareholding pattern of the Company pre-Buyback as on February 14, 2017 (the Record Date) as well as the post
Buyback shareholding is as follows:
Category of Pre Buyback Post Buyback#
Shareholder % to the existing % to the existing
No. of No. of
Equity Share Equity Share
Shares Shares
capital Capital
Promoters and persons acting in
Concert (Collectively the 6,50,96,015 37.35 6,42,41,081 49.13
Promoters)
Foreign Investors (Including Non-
Resident Indians, FIIs and Foreign 4,97,10,459 28.52
Mutual Funds)
Financial Institutions/Banks &
6,65,29,321 50.87
Mutual Funds promoted by 1,09,25,844 6.27
Banks/Institutions
Others (Public, Public Bodies
4,85,48,217 27.86
Corporate etc.)
Total 17,42,80,535 100.00 13,07,70,402 100.00
# Assuming response to the Buyback is to the extent of 100% (full acceptance) from all the Equity Shareholders of the
Equity Shares upto their Buyback Entitlement.
13.5 There is no pending scheme of amalgamation or compromise or arrangement pursuant to any provisions of the
Companies Act.
14. BRIEF INFORMATION OF THE COMPANY
14.1 Welspun Enterprises Limited, part of the Welspun Group, is an operating company as well as a holding company. It
was incorporated on December 20, 1994, as MSK Projects Limited. Upon the change of control from MSK group to
Welspun group, the Companys name was changed from MSK Projects Limited to Welspun Projects Limited with
effect from December 03, 2010. Subsequently, pursuant to the Scheme of Arrangement and Amalgamation between
erstwhile Welspun Enterprises Limited, Welspun Infratech Limited, Welspun Plastics Private Limited, Welspun Infra
Projects Private Limited (Transferor Companies) and Welspun Projects Limited (Transferee Company) (Scheme)
sanctioned by the Honble High Court of Gujarat and Honble High Court of Bombay, which became effective from
May 11, 2015, the name of the Company was changed from Welspun Projects Limited to Welspun Enterprises
Limited with effect from May 29, 2015.
The Companys key activity is infrastructure business. The Company has developed and operates PPP projects in
various sectors like roads, water, and urban infrastructure. In the highway sector alone, the Company has successfully
completed six BOT (Toll) Road projects with a total length of over 500 km.
Growth of Business: The Company was taken over by Welspun group in the financial year 2011. Since then the
Company has focused on liquidating its non-remunerative assets so that the available resources can be channelized in
better return generating and growth oriented assets/business. As a result, accumulated current investments, including
cash and cash equivalents, investment in mutual funds, bonds and fixed deposits etc., have grown over `800 crores
which can be utilised to exploit new business opportunities in the present scenario. The Company has won Delhi
Meerut package I project on Hybrid Annuity Model ('HAM') basis. Besides, the Company is tying up with few
companies with substantial prequalification and rich experience as a part of derisking strategy i.e. while bidding for
the project and submitting financial bids, the binding bids would be obtained for EPC works from those companies.
Currently, there are 3-4 HAM projects in bidding pipeline with an average project size of `1,500 crore each.
Infrastructure: The principal business of the Company is Infrastructure Development. Currently, Company operates
five projects in road sector on BOT (Build Operate Transfer) basis and one project in water supply, directly or
through its SPVs. Also, the Company operates in Oil & Gas Exploration business through its joint venture with
Adani Group.
14.2 The Companys equity shares are listed on NSE (Symbol: WELENT) and BSE (Security ID: WELENT, Code:
532553) since November 04, 2004.
Page 13 of 37
14.3 Details of changes in share capital of the Company since incorporation is as follows:
Issue
Face Price
Date of Issue/ Number of Cumulative
Value per per Particulars of
Allotment / Equity Consideration Equity Share
Equity Equity Issue/Allotment
/Reduction Shares Capital (`)
Share (`) Share
(`)
Allotted to partners of
firm M. S. Khurana on
registration and
December 20,
932,886 10 10 incorporation as 9,328,860 9,328,860
1994
Company under Part IX
of the Companies Act,
1956.
Allotted to Shareholders
of M. S. Khurana (Eng.
January 01, 1995 797,060 10 10 7,970,600 17,299,460
& Constractors Pvt.
Limited)
Allotted to Shareholders
January 01, 1995 140,165 10 10 of Emsons Construction 1,401,650 18,701,110
Pvt. Ltd.
Allotted to partners of
April 01, 1995 4,220 10 10 Emsons Construction 42,200 18,743,310
Company.
September 03, Bonus issue in the ratio
720,897 10 - - 25,952,280
1996 of 5:13
Bonus issue in the ratio
March 03, 1999 1,454,645 10 - - 40,498,730
of 14:25
Allotment of Shares to
March 31, 1999 780,000 10 10 7,800,000 48,298,730
Myraj Consultancy Ltd.
Bonus issue in the ratio
July 10, 2000 1,235,547 10 - - 60,654,200
of 11:43
Allotment of Shares to
July 10, 2000 41,400 10 10 414,000 61,068,200
individual
Shares allotted pursuant
October 27, 2004 6,010,958 10 40 240,438,320 121,177,780
to Intial Public Offer
Allotment of shares on
preferential basis to:
A. Subhkam Monetary
Services Private
Limited: 14,00,000
Shares; B. Pragya
Mercantile Pvt.
August 29, 2005 2,500,000 10 70 Limited: 3,00,000 175,000,000 146,177,780
Shares;
C. Santosh Industries
Limited: 3,00,000
Shares; and
D. Vashi Constructions
Pvt. Ltd.: 5,00,000
Shares
Allotment of shares to
subscriber of Series A
of USD 3,000,000
July 29, 2006 1,399,566 10 - Foreign Currency - 160,173,440
Convertible Bonds on
conversion of bonds
into equity shares
Allotment of shares
October 20, 2007 1,883,015 10 - upon conversion of - 179,003,590
USD 4,000,000 Foreign
Page 14 of 37
Currency Convertible
Bonds to the holder of
FCCBs.
Allotment of shares on
preferential basis to the
following:
A. M/s. Subhkam
Holdings Pvt Ltd :
40,00,000 Shares
October 20, 2007 4,450,000 10 84 373,800,000 223,503,590
B. M/s. Ashka
Construction Pvt Ltd :
03,00,000 Shares
C. Brescon Corporate
Advisor Pvt Ltd :
01,50,000 Shares
Allotment of shares
upon conversion of
December 03, USD 1,000,000 Foreign
470,753 10 - - 228,211,120
2007 Currency Convertible
Bonds to the holder of
FCCBs.
Allotment of equity
shares to Welspun
April 27, 2010 17,178,888 10 123 Infratech Limited on 2,113,003,224 400,000,000
Preferential Basis
Reduction in share
capital on cancellation
of shares held by
Welspun Infratech
Limited in the
Company, pursuant to
Scheme of
Amalgamation between
Erstwhile Welspun
Enterprises Limited,
May 11, 2015 (24,448,445) 10 - - 155,515,550
Welspun Infratech
Limited, Welspun
Plastics Private Limited,
Welspun Infra Projects
Private Limited
(transferor companies)
and the Company
(Transferee Company)
which became effective
w.e.f. May 11, 2015
Allotment of equity
shares to shareholders
of erstwhile Welspun
Enterprises Limited
pursuant to Scheme of
Amalgamation between
Erstwhile Welspun
Enterprises Limited,
June 15, 2015 157,768,980 10 - Welspun Infratech - 1,733,205,350
Limited, Welspun
Plastics Private Limited,
Welspun Infra Projects
Private Limited
(transferor companies)
and the Company
(Transferee Company)
which became effective
Page 15 of 37
w.e.f. May 11, 2015
Shares allotted to MD
February 22,
720,000 10 - under Company MD - 1,740,405,350
2016
ESOP Scheme
Shares allotted to MD
July 18, 2016 240,000 10 - under Company MD - 1,742,805,350
ESOP Scheme
Note: Change in management and control over the Company by Welspun Group w.e.f August 16, 2010.
14.4 The details of the Board of Directors of the Company are as follows:
Name, Age and Designation Educational Director on Other Directorships
DIN Qualification and the Board
Occupation since
Mr. Balkrishan Chairman Qualification: 27/04/2010 1. Welspun Corp Limited
Goenka ( Executive) B. Com 2. Welspun India Limited
Age: 50 years Occupation: 3. Welspun Logistics Limited
DIN: 00270175 Business 4. Welspun Wasco Coatings Private
Limited
5. Solarsys Infra Projects Private Limited
6. Welspun Energy Private Limited
7. Welspun Steel Limited
8. Welspun Global Brands Limited
9. Adani Welspun Exploration Limited
10. MGN Agro Properties Private Limited
11. Welspun Middle East Pipe Coatings
Company LLC
12. Welspun Middle East Pipe Company
LLC
13. Welspun Home Textiles UK Limited
14. Rank Marketing LLP -Designated
Partner
15. Welspun Foundation for Health and
Knowledge Trustee
16. Welspun Pipes Inc.
17. Welspun Tubular LLC Manager
18. Welspun Global Trade LLC Manager
Mr. Rajesh Director Qualification: C.A. 06/07/2012 1. Welspun India Limited
Mandawewala (Non- (ICAI) 2. MGN Agro Properties Private Limited
Age: 54 years Independent/ Occupation: 3. AYM Syntex Limited (Formerly
DIN: 00007179 Non Business known as Welspun Syntex Limited)
Executive) 4. Alspun Infrastructure Limited
Limited
5. Mandawewala Enterprises Limited
6. The Cotton Textiles Export Promotion
Council
7. Angel Power And Steel Private
Limited
8. Welspun Global Brands Limited
9. Welspun Steel Limited
10. Welspun Energy Private Limited
11. Welspun Corp Limited
12. Rank Marketing LLP - Individual
Partner
13. Welspun Pipes Inc., USA
14. Welspun Tubular LLC., USA
15. Welspun Global Trade LLC., USA
16. Welspun Holdings Private Limited,
Cyprus
17. Welspun USA Inc., USA
18. Welspun Home Textiles UK Limited,
UK
19. CHT Holdings Limited, UK
Page 16 of 37
20. Christy Home Textiles Limited, UK
21. Welspun UK Limited
22. Christy 2004 Limited
23. E. R. Kingsley (Textiles) Limited
24. Christy UK Limited
25. Welspun Foundation for Health &
Knowledge - Trustee
26. Franco Agencies- Partner
Mr. Sandeep Managing Qualification: B.E. 16/07/2012 1. Dewas Bhopal Corridor Private
Garg Director (Electrical) Limited (formerly known as Dewas
Age: 56 years Occupation: Service Bhopal Corridor Limited)
DIN: 00036419 2. MSK Projects (Himmatnagar Bypass)
Private Limited
3. Welspun Natural Resources Private
Limited
4. Anjar Road Private Limited
5. Welspun Build-Tech Private Limited
(formerly known as Welspun
Construction Private Limited)
6. ARSS Bus Terminal Private Limited
7. Adani Welspun Exploration Limited
8. MSK Projects (Kim Mandvi Corridor)
Private Limited
9. Subh Shiv Developers - Partner
Mr. Mohan Director Qualification: 31/01/2012 1. AYM Syntex Limited (Formerly
Tandon (Independent) M.Com ,L.L.B known as Welspun Syntex Limited)
Age: 75 years Occupation: Retired
DIN: 00026460 from service
Mr. Ram Gopal Director Qualification: 29/05/2015 1. Welspun Energy Private Limited
Sharma (Independent) MA(Econ), B Com 2. Welspun Steel Limited
Age: 76 years Occupation: Retired 3. Welspun Tradings Limited
DIN: 00026514 from service 4. Welspun Anjar SEZ Limited
5. Welspun Corp limited
6. Welspun India limited
7. Welspun Orissa Steel Private Limited
8. Welspun Wasco Coatings Private
Limited
Mr. Mintoo Nominee Qualification: 29/05/2015 1. Welspun Corp limited
Bhandari Director Mechanical 2. AGM India Advisors Private Limited
Age: 51 years Granele Engineer and MBA 3. AION India Investment Advisors Private
DIN: 00054831 Limited and from Harvard Limited
Insight Business School 4. ARCION Revitalization Private Limited
Solutions Occupation: Service
Limited (PE
investors)
Mr. Utsav Baijal Alternate Qualification: BA 29/05/2015 1. Welspun Corp Limited
Age: 41 years Director to (Economics) 2. AGM India Advisors Private Limited
DIN: 02592194 (Mr. Mintoo Occupation: Service
Bhadari)
Mr. Yogesh Director Qualification: 12/08/2015 1. Ginni International Limited
Agarwal (Independent) Bachelor of 2. Vacmet India Limited
Age: 66 years Engineering (Hons.)
and CAIIB
DIN: 00947896
Occupation: Retired
from service
Ms. Mala Director Qualification: C.A. 05/08/2014 1. Sesa Mining Corporation Limited
Todarwal (Independent) (ICAI) 2. Graviss Hospitality Limited
Age: 31 years Occupation: 3. Sesa Resources Limited
Business 4. AYM Syntex Limited(Formerly known
DIN: 06933515
as Welspun Syntex Limited)
5. Graviss Hotels & Resorts Limited
Page 17 of 37
6. Talwandi Sabo Power Limited
7. Welspun Investments and Commercials
Limited
8. ARSS Bus Terminal Private Limited
9. Welspun Natural Resources Private
Limited
14.5 The details of changes in the Board of Directors during the last 3 years are as under:
Director Name Designation Appointment/ Effective date Reason

and DIN Cessation/
Re-appointment/
Change in
designation
Mr. Mohan Tandon Independent Appointment April 01, 2014 Appointment as Independent
DIN: 00026460 Director Director for a consecutive
term of 5 years upto March
31, 2019
Mr. Apurba Kumar Independent Appointment April 01, 2014 Appointment as Independent
Dasgupta Director Director for a consecutive
DIN: 00043075 term of 5 years upto March
31, 2019
Cessation April 15, 2016 Resigned due to engagement
in personal and social
activities
Mr. Atul Desai Independent Appointment April 01, 2014 Appointment as Independent
term of 5 years upto March
31, 2019
Cessation October 01, 2014 Due to increase in
Directorship as independent
directors of listed companies
Ms. Mala Todarwal Independent Appointment August 05, 2014 Appointment as Independent
term of 2 years upto August
04, 2016.
Cessation August 04, 2016 Completion of term
Re-appointment August 05, 2016 Re-appointment as
Independent Director for a
consecutive term of 3 years
upto August 04, 2019.
Mr. Balkrishan Chairman Change in May 29, 2015 -
Goenka (Executive) designation
DIN: 00270175
Mr. Ram Gopal Independent Appointment May 29, 2015 Appointment as Independent
Sharma Director Director for a consecutive
DIN: 00026514 term of 5 years upto May 28,
2020.
Mr. Mintoo Nominee Director Appointment May 29, 2015 In accordance with the
Bhandari Granele Limited Agreement with the PE
DIN: 00054831 and Insight investors
Solutions Limited
(PE Investors)
Mr. Utsav Baijal Alternate Director Appointment May 29, 2015 In accordance with the
DIN: 02592194 to (Mr. Mintoo Agreement with the PE
Bhandari) investors
Mr. Yogesh Independent Appointment August 12, 2015 Appointment as Independent
Agarwal Director Director for a consecutive
DIN: 00947896 term of 5 years upto August
11, 2020.
Page 18 of 37
14.6 The Buyback will not result in any benefit to any directors/Promoters/person in control of the company/group
companies and the change in their shareholding as per the response received in the Buyback Offer, as a result of the
cancellation of Equity Shares which will lead to a reduced Equity Share capital post Buyback.
15. FINANCIAL INFORMATION ABOUT THE COMPANY
15.1 The salient financial information of the Company on a standalone basis as extracted from the audited results and
limited review financials are given below: (` in Lakhs)
For the
For the year For the year For the year period
ended ended ended ended
Particulars
31-Mar-14 31-Mar-15 31-Mar-16 30-Sep-16
Limited
(Audited)@ (Audited) @ (Audited) @ Review#
Revenue from Operations (net) 20,297.96 18,431.27 18,485.08 6,617.09
Other Income 3,311.81 6,890.84 8,651.39 5,232.35
Total Income 23,609.77 25,322.11 27,136.47 11,849.43
Total Expense (Excluding Interest &
Depreciation) 22,755.51 20,687.63 22,131.28 9,135.69
Interest 1,273.60 1,310.32 1,116.17 390.52
Depreciation 2,751.88 2,493.08 2,570.51 1,951.25
Exceptional Items Expense / (Income) 3,406.82 (1,542.45) (717.90) (817.04)
Profit Before Tax (6,578.03) 2,373.53 2,036.41 1,189.02
Provision for Tax (including Deferred Tax) (754.59) 1,357.72 (1,245.94) 354.74
Profit After Tax (5,823.44) 1,015.81 3,282.35 834.27
Paid-up Equity Share capital 4,000.00 17,332.05 17,404.05 17,428.05
$
Reserve and Surplus 29,883.14 30,847.09 111,382.56 112,056.42
$
Net Worth 33,883.14 48,179.14 128,786.61 129,484.48
Total Debt 11,224.69 9,244.65 7,052.10 7,200.53
@ Based on Indian GAAP
# Based on IND AS
$ Excluding Capital Reserve, Employee Stock Option Outstanding, Amalgamation Reserve
Financial Ratios on standalone basis are as under:

For the six
For the year For the year For the year
months
ended ended ended
ended
Particulars March 31, September
March 31, 2015 March 31, 2016
2014 30, 2016
(Limited
(Audited) (Audited) (Audited)
Review)
Basic Earnings Per Share (EPS) (14.56) 0.59 1.89 0.16*
Diluted Earnings Per Share (EPS) (14.56) 0.59 1.88 0.16*
Debt Equity Ratio 0.33 0.19 0.05 0.06
Book Value (` per share) 84.71 27.80 74.00 74.30
Return on Net worth (In %) (17.19) 2.11 2.55 0.64*
* Not Annualized
Page 19 of 37
15.2 The salient financial information of the Company on a consolidated basis as extracted from the audited results are
given below:
(` in Lakhs)
For the year ended For the year ended For the year ended
Particulars 31-Mar-14 31-Mar-15 31-Mar-16
@ @
(Audited) (Audited) (Audited) @
Revenue from Operations (net) 24,344.74 82,563.84 22,249.40
Other Income 3,194.75 7,530.75 8,585.72
Total Income 27,539.49 90,094.58 30,835.12
Total Expense (Excluding Interest &
Depreciation) 23,392.13 83,785.89 23,476.65
Interest 3,968.59 13,798.91 2,852.61
Depreciation 3,544.87 8,816.33 3,244.82
Exceptional Items Expense / (Income) 3,406.82 (17,421.96) 2,319.54
Profit Before Tax (6,772.93) 1,115.40 (1,058.51)
Provision for Tax (including Deferred Tax) (672.36) 1,047.92 (1,231.70)
Profit After Tax (6,100.56) 67.48 173.19
Paid-up Equity Share capital 4,000.00 17,332.05 17,404.05
Reserve and Surplus$ 28,675.79 28,646.14 106,070.94
$
Net Worth 32,675.79 45,978.19 123,475.00
Total Debt 32,638.78 44,905.86 29,432.52
@ Based on Indian GAAP
$ Excluding Capital Reserve, Employee Stock Option Outstanding, Amalgamation Reserve
Financial Ratios on consolidated basis are as under:

For the year For the year
For the year ended
ended ended
Particulars March 31, 2014 March 31, 2015 March 31, 2016
(Audited) (Audited) (Audited)
Basic Earnings Per Share (EPS) (15.25) 0.04 0.10

Diluted Earnings Per Share (EPS) (15.25) 0.04 0.10
Debt Equity Ratio 1.00 0.98 0.24
Book Value (` per share) 81.69 26.53 70.95
Return on Net worth (In %) (18.67) 0.15 0.14
15.3 The promoters of the Company are in control of the Company and shall also be in control of the Company post
Buyback. They have not participated in the resolution passed through postal ballot notice dated December 23, 2016.
The Company shall comply with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011,
wherever and if applicable. The Company hereby declares that it has complied with Section 68, 69 and 70 of the
Companies Act, 2013.
16. STOCK MARKET DATA
16.1 The Equity Shares of the Company are listed and traded on BSE and NSE.
16.2 The high, low and average market prices in preceding three financial years and the monthly high, low and average
market prices for the six months preceding the date of Public Announcement and the corresponding volumes on BSE
and NSE are as follows:
Page 20 of 37
BSE
Period High Date of High No. of Low Date of Low No. of Average Total
Price Price shares Price Price shares Price Volume
(`) traded (`) traded (`) Traded in
on date of on date the
High of Low period (No.
Price Price of
shares)
PRECEDING 3 YEARS
April 1, 2013- October 30,
18.50 June 18, 2013 2,621 7.81 582 11.65 1,982,675
March 31, 2014 2013
April 1, 2014- November April 04,
38.95 77,870 9.61 1,208 26.79 4,776,071
March 31, 2015 18, 2014 2014
April 1, 2015- August 05, April 07,
79.10 469,589 29.10 3,821 49.53 15,190,407
March 31, 2016 2015 2015
PRECEDING 6 MONTHS
January 1, 2017 January 23, January 09,
64.40 100,540 59.15 25,392 61.21 766,059
January 31, 2017 2017 2017
December 1, 2016 December 23,
December 20,
December 31, 67.90 807,829 58.55 2016 156,248 61.24 2,664,884
2016
2016
November 1, November
November
2016 November 75.30 976,173 54.00 22, 2106 49,143 61.68 2,889,773
03, 2106
30, 2016
October 1, 2016 October 07, October 18,
69.70 115,152 61.30 58,285 64.99 1,789,466
October 31, 2016 2016 2016
September 1, September
September
2016 September 72.80 1,557,944 55.35 12, 2016 71,756 61.77 4,394,778
21, 2016
30, 2016
August 1, 2016- August 01, August 23,
65.15 21,324 54.20 95,032 59.99 1,475,084
August 31, 2016 2016 2016
(Source: www.bseindia.com)
NSE
on date of on date of the
High Price Low Price period (No.
of
shares)
October 29,
7,035
April 1, 2013- June 14, 2013
19.35 9,792 7.90 11.63 2,939,598
March 31, 2014 2013 November
31,189
01, 2013
April 1, 2014- November April 04,
39.05 165,819 10.00 10,800 26.79 6,171,439
March 31, 2015 18, 2014 2014
April 1, 2015- August 06, April 10,
79.25 565,551 27.65 41,128 49.54 34,948,948
March 31, 2016 2015 2015
PRECEDING 6 MONTHS
January 1, 2017 January 23, January 09,
64.50 5,47,937 59.45 79,549 61.25 2,744,358
January 31, 2017 2017 2017
December 1, 2016
December December 23,
December 31, 68.00 2,415,870 58.55 949,333 61.33 9,959,777
20, 2016 2016
2016
November 1, 2016
November November
November 30, 75.40 3,306,310 53.20 629,772 61.69 9,027,427
03, 2016 09, 2016
2016
October 1, 2016 October 07, October 26,
69.60 472,194 62.40 113,141 64.97 4,552,893
October 31, 2016 2016 2016
September 1, 2016
September September
September 30, 72.50 5,495,303 55.05 259,423 61.74 14,346,844
21, 2016 12, 2016
2016
Page 21 of 37
on date of on date of the
High Price Low Price period (No.
of
shares)
August 22,
291,681
August 1, 2016- August 01, 2016
65.00 75,613 54.60 59.98 3,401,929
August 31, 2016 2016 August 23,
234,266
2016
(Source: www.nseindia.com)
Note: High and Low price for the period are based on intraday prices and Average Price is based on average of closing
price.
16.3 The closing market price of the Equity Shares on BSE and NSE as on December 21, 2016 and January 31, 2017,
being the working days prior to the day the Board of Directors of the Company and Shareholders approval date for
Buyback was ` 64.65, ` 64.75 and ` 62.15, ` 62.20 respectively.
17. DETAILS OF THE STATUTORY APPROVALS
17.1 The Buyback is subject to approvals, if any, required under the provisions of the Companies Act, the Buyback
Regulations, applicable rules and regulations as may specified by RBI under FEMA and/or such other applicable
rules and regulations in force for the time being.
17.2 As of date, there is no other statutory or regulatory approval pending to implement the Buyback. If any statutory or
regulatory approval becomes applicable subsequently, the Buyback will be subject to such statutory or regulatory
approvals. In the event that the receipt of the statutory / regulatory approvals are delayed, changes to the proposed
timetable, if any, shall be intimated to the Stock Exchanges, and hence made available for the benefit of Equity
Shareholders.
18. DETAILS OF THE REGISTRAR TO THE BUYBACK
Link Intime India Private Limited

C-101, 1st Floor, 247 IT Park, Lal Bahadur Shastri Marg,
Vikhroli (West), Mumbai- 400083
Mumbai 400 078, Maharashtra, India
Tel: +91 22 6171 5400
Fax: +91 22 2596 0329
Email: wel.buyback@linkintime.co.in
Website: www.linkintime.co.in
Contact Person: Mr. Dinesh Yadav
SEBI Registration No.: INR000004058
THE TENDER FORM AND OTHER RELEVANT DOCUMENTS SHOULD NOT BE SENT TO THE
COMPANY OR TO THE MANAGER TO THE BUYBACK OFFER.
19. PROCESS AND METHODOLOGY FOR THE BUYBACK
19.1 The Company proposes to Buy Back not exceeding 4,35,10,133 Equity Shares from the Equity Shareholders as on the
Record Date, on a proportionate basis, through the Tender Offer route at a price of ` 62/- (Rupees Sixty Two Only) per
Equity Share, payable in cash for an aggregate amount of ` 269,76,28,246/- (Rupees Two Hundred and Sixty Nine
Crore Seventy Six Lakh Twenty Eight Thousand Two Hundred and Forty Six Only). The maximum number of Equity
Shares proposed to be bought back represents 25% of the total paid-up Equity Share capital of the Company. The
Buyback is in accordance with Sections 68, 69 and 70 and all other applicable provisions, if any, of the Companies Act
and in accordance with Article 4A of the Articles of Association of the Company, and subject to Regulation 5A and
other applicable provisions contained in the Buyback Regulations and such other approvals, permissions and
exemptions as may be required, from time to time from statutory authorities and/or regulatory authorities, including
but not limited to SEBI, BSE and the RBI. The Buyback Size is 20.95% and 21.85% of the aggregate of the fully paid-
up equity share capital and free reserves as per the standalone and consolidated audited accounts of the Company for
the financial year ended March 31, 2016 (the last audited financial statements available as on the date of the Board
Meeting approving the Buyback).
Page 22 of 37
19.2 The aggregate shareholding of the Promoter and Promoter Group is 6,50,96,015 Equity Shares which represents
37.35% of the existing Equity Share Capital of the Company. In terms of the Buyback Regulations under the tender
offer method, the promoters of a company have the option to participate in the Buyback. In this regard, Welspun
promoter group have intended not to participate in the Buyback and Intech Metals S.A has expressed its intention
vide their letter dated December 22, 2016 to tender up to 37,80,000 (Thirty Seven Lakh Eighty Thousand Only)
Equity Shares.
19.3 Assuming response to the Buyback is to the extent of 100% (full acceptance) from all the Equity Shareholders of the
Equity Shares upto their entitlement, the aggregate shareholding of the Promoters and Promoter Group post Buyback
shall remain 49.13% of the post Buyback Equity Share capital of the Company.
19.4 Record Date and Ratio of Buyback as per the Buyback Entitlement in each Category:
(a) The Company has announced February 14, 2017 as Record Date for the purpose of determining the Buyback
Entitlement and the names of the Equity Shareholders, who are eligible to participate in the Buyback.
(b) The Equity Shares to be bought back as a part of this Buyback is divided into two categories:
(i) Reserved category for Small Shareholders (Reserved Category); and
(ii) General Category for other Eligible Persons (General Category).
(c) As defined in the Buyback Regulations, Small Shareholder includes a shareholder, who holds shares whose market
value, on the basis of closing price on the recognized stock exchange registering the highest trading volume, as on
Record Date, is not more than Rupees Two Lakhs. As on Record Date, the closing price on NSE was ` 63.80.
(d) Based on the above definition, there are 54,450 Small Shareholders in the Company with aggregate shareholding of
1,07,61,549 Equity Shares as on Record Date, which constitutes 6.17% of the outstanding number of Equity Shares of
the Company and 24.73% of the Maximum Number of Equity Shares which the Company proposes to Buyback as a
part of this Buyback.
(e) In compliance with Regulation 6 of the Buyback Regulations, the reservation for the Small Shareholders, will be
higher of:
(i) Fifteen percent of the number of Equity Shares which the Company proposes to Buyback i.e. 15% of 4,35,10,133
Equity Shares which works out to 65,26,520 Equity Shares; or
(ii) The number of Equity Shares entitled as per their shareholding as on the Record Date (i.e. (1,07,61,549 /
17,42,80,535) x 4,35,10,133) which is 26,86,682 Equity Shares.
(f) All the outstanding Equity Shares have been used for computing the Buyback Entitlement of Small Shareholders
since the Promoter also intends to offer its Equity Shares in the Buyback.
(g) Based on the above analysis and in accordance with Regulation 6 of the Buyback Regulations, 65,26,520 Equity
Shares have been reserved for the Small Shareholders (Reserved Category) and accordingly, the General Category
for all other Eligible Shareholders shall consist of 3,69,83,613 Equity Shares (General Category )
(h) Based on the above Buyback Entitlements, the ratio of Buyback for both categories is decided as below:
Category of Shareholders Ratio of Buyback
Reserved category for Small Shareholders 544 Equity Shares out of every 897 fully paid-up Equity
Shares held on the Record Date
General category for all other Equity Shareholders 159 Equity Shares out of every 703 fully paid-up Equity
Shares held on the Record Date
19.5 Fractional Entitlements:
If the Buyback Entitlement under Buyback, after applying the above mentioned ratios to the Equity Shares held on
the Record Date, is not a round number (i.e. not in the multiple of 1 Equity Share), then the fractional entitlement
shall be ignored for computation of Buyback Entitlement to tender Equity Shares in the Buyback for both categories
of Eligible Persons.
On account of ignoring the fractional entitlement, those Small Shareholders who hold 1 or less Equity Shares as on
the Record Date will be dispatched a Tender Form with zero entitlement. Such Small Shareholders are entitled to
tender Additional Equity Shares as part of the Buyback Offer and will be given preference in the Acceptance of one
Equity Share, if such Small Shareholders have tendered for Additional Equity Shares.
Page 23 of 37
19.6 Basis of Acceptance of Equity Shares validly tendered in the Reserved Category for Small Shareholders:
Subject to the provisions contained in the Letter of Offer, the Company will accept the Equity Shares tendered in the
Buyback by the Small Shareholders in the Reserved Category in the following order of priority:
(a) Acceptance of 100% Equity Shares from Small Shareholders in the Reserved Category, who have validly tendered
their Equity Shares to the extent of their Buyback Entitlement or the number of Equity Shares tendered by them,
whichever is less.
(b) Post the acceptance as described in Clause 19.6 (a) above, in case there are any Equity Shares left to be bought back
from Small Shareholders in the Reserved Category, the Small Shareholders who were entitled to tender zero Equity
Shares (on account of ignoring the fractional entitlement), and have tendered Additional Equity Shares as part of the
Buyback, shall be given preference and one share each from the Additional Equity Shares applied by these Small
Shareholders shall be bought back in the Reserved Category.
(c) Post the acceptance as described in Clause 19.6 (a) and 19.6 (b), in case there are any Equity Shares left to be bought
back in the Reserved Category, the Additional Equity Shares tendered by the Small Shareholders over and above their
Buyback Entitlement, shall be accepted in proportion of the Additional Equity Shares tendered by them and the
Acceptances per Small Shareholders shall be made in accordance with the Buyback Regulations, i.e. valid
Acceptances per Small Shareholder shall be equal to the Additional Equity Shares validly tendered by the Small
Shareholder divided by the total Additional Equity Shares validly tendered and multiplied by the total pending
number of Equity Shares to be accepted in Reserved Category. For the purpose of this calculation, the Additional
Equity Shares taken into account for such Small Shareholders, from whom one Equity Share has been Accepted in
accordance with Clause 19.6 (b) above, shall be reduced by one.
(d) Adjustment for fractional results in case of proportionate Acceptance, as described in Clause 19.6 (c) above:
(i) For any Small Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a proportionate
basis is not in the multiple of 1 and the fractional Acceptance is greater than or equal to 0.50, then the fraction would
be rounded off to the next higher integer.
(ii) For any shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a proportionate basis is
not in the multiple of 1 and the fractional Acceptance is less than 0.50, then the fraction shall be ignored.
19.7 Basis of Acceptance of Shares validly tendered in the General Category:
Subject to the provisions contained in the Letter of Offer, the Company will accept the Equity Shares tendered in the
Buyback by all other Eligible Persons in the General Category in the following order of priority:
(a) Acceptance of 100% Equity Shares from other Eligible Persons in the General Category who have validly tendered
their Equity Shares, to the extent of their Buyback Entitlement, or the number of Equity Shares tendered by them,
whichever is less.
(b) Post the Acceptance as described in Clause 19.7 (a) above, in case there are any Equity Shares left to be bought back
in the General Category, the Additional Equity Shares tendered by the other Eligible Persons over and above their
Buyback Entitlement shall be Accepted in proportion of the Additional Equity Shares tendered by them and the
acceptances per shareholder shall be made in accordance with the Regulations, i.e. valid acceptances per shareholder
shall be equal to the Additional Equity Shares validly tendered by the Eligible Persons divided by the total Additional
Equity Shares validly tendered in the General Category and multiplied by the total pending number of Equity Shares
to be Accepted in General Category.
(c) Adjustment for fractional results in case of proportionate acceptance as described in Clause 19.7 (b) above:
(i) For any Eligible Person, if the number of Additional Equity Shares to be accepted, calculated on a proportionate basis
is not in the multiple of 1 and the fractional Acceptance is greater than or equal to 0.50, then the fraction would be
rounded off to the next higher integer.
(ii) For any Eligible Person if the number of Additional Equity Shares to be accepted, calculated on a proportionate basis
is not in the multiple of 1 and the fractional Acceptance is less than 0.50, then the fraction shall be ignored.
19.8 Basis of Acceptance of Equity Shares between Categories
(a) In case there are any Equity Shares left to be bought back in one category (Partially Filled Category) after
Acceptance in accordance with the above described methodology for both the categories, and there are additional
Page 24 of 37
unaccepted validly tendered Equity Shares in the second category, then the Additional Equity Shares in the second
category shall be Accepted proportionately, i.e. valid Acceptances per Eligible Person shall be equal to the additional
outstanding Equity Shares validly tendered by a Eligible Person in the second category divided by the total additional
outstanding Equity Shares validly tendered in the second category and multiplied by the total pending number of
Equity Shares to be bought back in the partially filled category.
(b) If the Partially Filled Category is the General Category, and the second category is the reserved category for Small
Shareholders, then for the purpose of this calculation, the Additional Equity Shares tendered by such Small
Shareholders, from whom one Equity Share has been Accepted in accordance with Clause 19 (vi) (b) shall be reduced
by one.
(c) Adjustment for fraction results in case of proportionate Acceptance, as defined in Clause 19.7 (a) above:
(i) For any shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a proportionate basis is
not in the multiple of 1 and the fractional Acceptance is greater than or equal to 0.50, then the fraction would be
rounded off to the next higher integer.
(ii) For any shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a proportionate basis is
not in the multiple of 1 and the fractional Acceptance is less than 0.50, then the fraction shall be ignored.
19.9 For avoidance of doubt, it is clarified that:
(a) the Equity Shares Accepted under the Buyback from each Eligible Person, in accordance with clauses above, shall not
exceed the number of Equity Shares tendered by the respective Eligible Person;
(b) the Equity Shares Accepted under the Buyback from each Eligible Person, in accordance with clauses above, shall not
exceed the number of Equity Shares held by respective Eligible Person as on the Record Date; and
(c) the Equity Shares tendered by any Eligible Person over and above the number of Equity Shares held by such Eligible
Person as on the Record Date shall not be considered for the purpose of Acceptance in accordance with the clauses
above.
20. PROCEDURE FOR TENDER OFFER AND SETTLEMENT
A. GENERAL
(i) The Buyback is open to all Eligible Persons.
(ii) The Company proposes to effect the Buyback through a tender offer method, on a proportionate basis. The Letter of
Offer and Tender Form, outlining the terms of the Buyback as well as the detailed disclosures as specified in the
Buyback Regulations, will be mailed to Eligible Persons.
Eligible Person(s) which have registered their email ids with the depositories / Company, shall be dispatched
the Letter of Offer through electronic means. If Eligible Person(s) wish to obtain a physical copy of the Letter
of Offer, they may send a request to the Company or Registrar at the address or email id mentioned at the
cover page of the Letter of Offer.
Eligible persons which have not registered their email ids with the depositories / Company, shall be dispatched
the Letter of Offer through physical mode
(iii) The Company will not accept any Equity Shares offered for Buyback which are under any restraint order of a court
for transfer/sale of such shares.
(iv) The Company shall comply with Regulation 19(5) of the Buyback Regulations which states that the Company shall
not buyback the locked-in Equity Shares and non-transferable Equity Shares till the pendency of the lock-in or till the
Equity Shares become transferable.
(v) The Company shall accept all the Equity Shares validly tendered for the Buyback by Eligible Persons, on the basis of
their Buyback Entitlement as on the Record Date.
(vi) As elaborated under Clause 19.4 above, the Equity Shares proposed to be bought as a part of the Buyback is divided
into two categories; (a) Reserved Category for Small Shareholders and (b) the General Category for other Eligible
Persons, and the Buyback Entitlement of a Eligible Person in each category shall be calculated accordingly.
Page 25 of 37
(vii) After Accepting the Equity Shares tendered on the basis of Buyback Entitlement, Equity Shares left to be bought as a
part of the Buyback, if any, in one category shall first be accepted, in proportion to the Equity Shares tendered, over
and above their Buyback Entitlement, by Eligible Persons in that category, and thereafter, from Eligible Persons who
have tendered over and above their Buyback Entitlement, in other category.
(viii) The non-receipt of the Letter of Offer by, or accidental omission to dispatch the Letter of Offer to any person who is
eligible to receive the Offer, shall not invalidate the Offer to any person who is eligible to receive this Offer. In case
of non-receipt of the Letter of Offer, Eligible Persons holding shares as on record date may participate in the Offer by
providing their application in plain paper in writing signed by all shareholder, stating name, address, number of shares
held, Client ID number, DP name, DO id number, number of shares tendered and other relevant documents such as
physical share certificate and Form SH 4 in case of shares being held in physical form. Eligible Person(s) have to
ensure that their bid is entered in the electronic platform to be made available by the BSE before the closure of the
Offer.
B. Process and Methodology
PROCESS AND METHODOLOGY TO BE ADOPTED FOR THE BUYBACK
Process
(i) The Buyback Offer is open to all Equity Shareholders holding Equity Shares as on Record Date i.e. February 14, 2017
in physical form (Physical Shares) and beneficial owners holding Equity Shares in dematerialised form (Demat
Shares).
(ii) The Buyback Offer will be implemented by the Company through the Stock Exchange mechanism, as provided under
the Buyback Regulations and circular no CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 and circular no
CFD/DCR2/CIR/P/2016/131 dated December 09, 2016, issued by Securities and Exchange Board of India and in
accordance with the procedure prescribed in the Companies Act and the Buyback Regulations and as may be
determined by the Board (including the committee/persons authorized to complete the formalities of the Buyback) and
on such terms and conditions as may be permitted by law from time to time.
(iii) For the implementation of the Buyback Offer, the Company has appointed Axis Capital Limited as the registered
broker (Companys Broker) through whom the purchases and settlements on account of the Buyback Offer would
be made by the Company. The contact details of the Companys Broker are as follows:
AXIS CAPITAL LIMITED

5th Floor, Axis House,
C-2 Wadia International Centre,
P. B. Marg, Worli, Mumbai - 400 025
Tel: +91 22 4325 2525
Fax: +91 22 4325 5599
Contact Person: Mr. Ram Shinde
(iv) The Company shall request BSE to provide a separate acquisition window to facilitate placing of sell orders by
eligible Equity Shareholders who wish to tender their Equity Shares in the Buyback. The details of the platform will
be as specified by BSE from time to time. In case Eligible Shareholders registered stock broker is not registered with
BSE, Eligible Shareholder may approach Companys Broker to place its bid.
(v) At the beginning of the tendering period, the order for buying Equity Shares shall be placed by the Company through
the Companys Broker. During the tendering period, the order for selling the Equity shares will be placed by the
Equity Shareholders through their respective stock brokers (Seller Member) during normal trading hours of the
secondary market. In the tendering process, the Companys Broker may also process the orders received from the
Equity Shareholders. The Equity Shareholder Broker can enter orders for demat as well as physical shares.
Procedure to be followed by Eligible Shareholders holding Equity Shares in the dematerialised form:
(i) Equity Shareholders who desire to tender their Equity Shares in the electronic/dematerialized form under the
Buyback would have to do so through their respective Seller Member by giving the details of Equity Shares they
intend to tender under the Buyback.
(ii) The Seller Member would be required to place an order/bid on behalf of the Equity Shareholders who wish to tender
Equity Shares in the Buyback using the Acquisition Window of the BSE. Before placing the bid, the Shareholder
would be required to transfer the tendered Equity Shares to the Indian Clearing Corporation Limited (the ICCL),
by using the early pay in mechanism as prescribed by the BSE or the ICCL prior to placing the bid by the Seller
Member.
Page 26 of 37
(iii) Upon placing the order, the Seller Member shall provide transaction registration slip (TRS) generated by the stock
exchange bidding system to the Equity Shareholder. TRS will contain details of order submitted like bid ID No., DP
ID, Client ID, no. of Equity Shares tendered, etc.
(iv) In case of non-receipt of the completed Tender Form and other documents, but receipt of Equity Shares in the
account of ICCL and a valid bid in the exchange bidding system, the Buyback shall be deemed to have been
accepted.
(v) Modification/cancellation of orders will be allowed during the tendering period of the Buyback.
(vi) The cumulative quantity tendered shall be made available on the website of the BSE (www.bseindia.com) throughout
the trading sessions and will be updated at specific intervals during the tendering period.
Procedure to be followed by Equity Shareholders holding Equity Shares in the Physical form:
(i) Equity Shareholders who are holding physical Equity Shares and intend to participate in the Buyback will be required
to approach the Seller Member along with the complete set of documents for verification procedures to be carried out
including the (i) original share certificate(s), (ii) valid Form SH 4 (transfer form) duly filled and signed by the
Eligible Seller (in same order and as per the specimen signatures registered with the Company) and duly witnessed at
the appropriate place authorizing the transfer in favour of the Company, (iii) self-attested copy of the Eligible Sellers
PAN Card, and (iv) any other relevant documents such as power of attorney, corporate authorization (including board
resolution/specimen signature), notarized copy of death certificate and succession certificate or probated will, if the
original shareholder has deceased, etc., as applicable. In addition, if the address of the Equity Shareholder has
undergone a change from the address registered in the register of members of the Company, the Equity Shareholders
would be required to submit a self-attested copy of address proof consisting of any one of the following documents:
valid Aadhar Card, Voter Identity Card or Passport.
(ii) Based on these documents, the concerned Seller Member shall place a bid on behalf of the Equity Shareholder
holding Equity Shares in physical form and who wish to tender Equity Shares in the Buyback, using the acquisition
window of BSE. Upon placing the bid, the Seller Member shall provide a TRS generated by the exchange bidding
system to the Eligible Seller. TRS will contain the details of order submitted like folio no., certificate no., distinctive
no., no. of Equity Shares tendered etc.
(iii) The Seller Member/Equity Shareholder has to deliver the original share certificate(s) and documents (as mentioned
above) along with TRS generated by exchange bidding system upon placing of bid, either by registered post or
courier or hand delivery to the registrar to the Buyback i.e. Link Intime India Private Limited (Registrar) (at the
address mentioned at Clause 27 below within 2 (two) days of bidding by Seller Member. The envelope should be
super scribed as Welspun Enterprises Limited Buyback Offer 2017. One copy of the TRS will be retained by
Registrar and it will provide acknowledgement of the same to the Seller Member/Equity Shareholder.
(iv) Equity Shareholders holding physical Equity Shares should note that physical Equity Shares will not be accepted
unless the complete set of documents are submitted. Acceptance of the physical Equity Shares for the Buyback shall
be subject to verification as per the Buyback Regulations and any further directions issued in this regard. The
Registrar will verify such bids based on the documents submitted on a daily basis and till such time the BSE shall
display such bids as unconfirmed physical bids. Once the Registrar confirms the bids, it will be treated as
Confirmed Bids.
(v) Modification/cancellation of orders will be allowed during the tendering period of the Buyback.
(vi) The cumulative quantity tendered shall be made available on the website of the BSE (www.bseindia.com) throughout
the trading sessions and will be updated at specific intervals during the tendering period.
METHOD OF SETTLEMENT
Upon finalization of the basis of acceptance as per Buyback Regulations:
(i) The Company will transfer the funds pertaining to the Offer to the ICCLs bank account as per the prescribed
schedule. For Equity Shares accepted under the Buyback, ICCL will make direct funds payout to respective eligible
Equity Shareholders. If shareholders bank account details are not available or if the funds transfer instruction is
rejected by RBI/Bank, due to any reason, then such funds will be transferred to the concerned Seller Members
settlement bank account for onward transfer to their respective shareholders.
(ii) The Equity Shares bought back in demat form would be transferred directly to the demat account of the Company
opened for Buyback (Special Demat Account) provided it is indicated by the Companys Broker or it will be
transferred by the Companys Broker to the Special Demat Account on receipt of the Equity Shares from the clearing
and settlement mechanism of BSE.
Page 27 of 37
(iii) The Equity Shareholders will have to ensure that they keep the depository participant (DP) account active and
unblocked to receive credit in case of return of Equity Shares, due to rejection or due to non acceptance of shares
under the Offer.
(iv) Excess demat Equity Shares or unaccepted demat Equity Shares, if any, tendered by the Equity shareholders would
be returned to them by ICCL. Any excess physical Equity Shares pursuant to proportionate acceptance/ rejection will
be returned back to the Equity Shareholders directly by the Registrar. The Company is authorized to split the share
certificate and issue new consolidated share certificate for the unaccepted Equity Shares, in case the Equity Shares
accepted by the Company are less than the Equity Shares tendered in the Buyback by Equity Shareholders holding
Equity Shares in the Physical form.
(v) Companys Broker would also issue a contract note to the Company for the Equity Shares accepted under the
Buyback. If Equity Shareholders bank account details are not available or if the fund transfer instruction is rejected
by Reserve Bank of India or bank, due to any reasons, then the amount payable to Equity Shareholders will be
transferred to the Seller Member for onward transfer to the Equity Shareholder.
(vi) Equity Shareholders who intend to participate in the Buyback should consult their respective Seller Member for any
cost, applicable taxes, charges and expenses (including brokerage) that may be levied by the Seller Member upon the
selling shareholders for tendering Equity Shares in the Buyback (secondary market transaction). The Buyback
consideration received by the Equity Shareholders, in respect of accepted Equity Shares, could be net of such costs,
applicable taxes, charges and expenses (including brokerage) and the Company accepts no responsibility to bear or
pay such additional cost, charges and expenses (including brokerage) incurred solely by the Equity Shareholders.
(vii) The Equity Shares lying to the credit of the Special Demat Account and the Equity Shares bought back and accepted
in physical form will be extinguished in the manner and following the procedure prescribed in the Buyback
Regulations.
C. Rejection Criteria
The shares tendered by Eligible Person(s) would be liable to be rejected on the following grounds:
1. For shareholders holding shares in the dematerialized form if
a. the Shareholder is not a shareholder of the Company as on the Record date or
b. if there a name mismatch in the demat account of the Shareholder or
2. For shareholders holding shares in the physical form if

a. If there is any other company share certificate enclosed with the Tender Form instead of the share certificate of the
Company ;
b. If the transmission of shares is not completed, and the shares are not in the name of the Eligible Person(s)
c. If the Eligible Person(s) bid the shares but the Registrar does not receive the physical share certificate
d. Incase the signature in the Tender Form and Form SH 4 doesnt match as per the specimen signature recorded with
Company/Registrar.
3. The documents mentioned in Instruction number 3 and 4 of the Tender Form for physical shareholders are not
received by the Registrar before the close of business hours to the Registrar on or before Tuesday, March 21, 2017,
by 5 PM.
Page 28 of 37
21. NOTE ON TAXATION
Tax implications in the hands of the shareholders on the buy-back of shares:

THE SUMMARY OF THE TAX CONSIDERATIONS IN THESE PARAGRAPHS ARE BASED ON THE
CURRENT PROVISIONS OF THE TAX LAWS OF INDIA AND THE REGULATIONS THEREUNDER,
THE JUDICIAL AND THE ADMINISTRATIVE INTERPRETATIONS THEREOF, WHICH ARE
SUBJECT TO CHANGE OR MODIFICATION BY SUBSEQUENT LEGISLATIVE, REGULATORY,
ADMINISTRATIVE OR JUDICIAL DECISIONS. ANY SUCH CHANGES COULD HAVE DIFFERENT
TAX IMPLICATIONS.
IN VIEW OF THE PARTICULARISED NATURE OF TAX CONSEQUENCES, ELIGIBLE
SHAREHOLDERS ARE REQUIRED TO CONSULT THEIR TAX ADVISORS FOR THE APPLICABLE
TAX PROVISIONS INCLUDING THE TREATMENT THAT MAY BE GIVEN BY THEIR RESPECTIVE
TAX OFFICERS IN THEIR CASE, AND THE APPROPRIATE COURSE OF ACTION THAT THEY
SHOULD TAKE.
THE COMPANY DOES NOT ACCEPT ANY RESPONSIBILITY FOR THE ACCURACY OR
OTHERWISE OF SUCH ADVICE. THEREFORE, ELIGIBLE SHAREHOLDERS CANNOT RELY ON
THIS ADVICE AND THE SUMMARY TAX IMPLICATIONS RELATING TO THE TREATMENT OF
INCOME TAX IN THE CASE OF BUYBACK OF LISTED EQUITY SHARES ON THE STOCK
EXCHANGE SET OUT BELOW SHOULD BE TREATED AS INDICATIVE AND FOR GUIDANCE
PURPOSES ONLY.
CLASSIFICATION OF SHARES AND SHAREHOLDERS
21.1 GENERAL.
The basis of charge of Indian income-tax depends upon the residential status of the taxpayer during a tax year. The
Indian tax year runs from April 1 until March 31. A person who is an Indian tax resident is liable to taxation in India
on his worldwide income, subject to certain tax exemptions, which are provided under the Income Tax Act, 1961 (the
Income Tax Act).
a. A person who is treated as non-resident for Indian income-tax purposes is generally subject to tax in India only on
such persons India sourced income or income received by such person in India. Any gains arising to a non-resident
on transfer of Equity Shares should be taxable in India under the Income Tax Act. Further, the non-resident can avail
the beneficial provisions of the Double Taxation Avoidance Agreement (DTAA) between India and the respective
jurisdiction of the shareholder subject to meeting relevant conditions and providing and maintaining necessary
information and documents as prescribed under the Income Tax Act.
b. The Income Tax Act also provides for different tax regimes / rates applicable to the gains arising on buyback of
shares, based on the period of holding, residential status and category of the shareholder, nature of the income earned,
etc. The summary of tax implications on buyback of listed equity shares on the stock exchange is set out below. All
references to equity shares in this note refer to listed equity shares unless stated otherwise.
21.2 CLASSIFICATION OF SHAREHOLDERS
Shareholders can be classified under the following categories:
a) Resident Shareholders being:
Individuals, Hindu Undivided Family (HUF), Association of Persons (AOP) and Body of Individuals (BOI)
Others
b) Non Resident Shareholders being:
Non Resident Indians (NRIs)
Foreign Institutional Investors (FIIs)
Others:
- Company
- Other than Company
21.3 CLASSIFICATION OF INCOME.
Shares can be classified under the following 2 (two) categories:
a) Shares held as investment (income from transfer taxable under the head Capital Gains)
Page 29 of 37
b) Shares held as stock-in-trade (income from transfer taxable under the head Profits and Gains from Business
or Profession)
Gains arising from the transfer of shares may be treated either as capital gains or as business income for tax
purposes, depending upon whether such shares were held as a capital asset or trading asset (i.e. stock-in-trade). The
issue of characterization of income arising from sale of shares has been a subject matter of litigation. The apex body
of Income-tax has issued Circular no. 6 of 2016, as per which, if the taxpayer opts to consider the shares as stock-in-
trade, the income arising from the transfer of such shares would be treated as its business income. Also, if such shares
are held for a period of more than 12 months, if the taxpayer desires to treat the income arising from the transfer
thereof as capital gains, the same shall not be put to dispute by the Tax Officer.
Further, investments by FII in any securities in accordance with the regulations made under the Securities Exchange
Board of India Act, 1992 would be treated as capital asset under the provisions of the Income Tax Act.
21.4 SHARES HELD AS INVESTMENT.
As per the provisions of the Income Tax Act, where the shares are held as investments, income arising from the
transfer of such shares is taxable under the head Capital Gains. Capital gains on buyback of shares are governed by
the provisions of Section 46A of the Income Tax Act and would attract capital gains in the hands of shareholders as
per provisions of Section 48 of the Income Tax Act. The provisions of Buyback tax under Section 115QA in Chapter
XII-DA of the Income Tax Act do not apply for shares listed on the stock exchange.
21.4.1 Period of holding.
Depending on the period for which the shares are held, the gains would be taxable as short term capital gain or
long term capital gain:
In respect of equity shares held for a period less than or equal to 12 months prior to the date of transfer, the same
shall be treated as a short-term capital asset, and the gains arising therefrom shall be taxable as short term capital
gains (STCG).
Similarly, where equity shares are held for a period more than 12 months prior to the date of transfer, the same shall
be treated as a long-term capital asset, and the gains arising therefrom shall be taxable as long-term capital gains
(LTCG).
21.4.2 Buyback of shares through a recognized stock exchange.
Where transaction for transfer of such equity shares (i.e. buyback) is transacted through a recognized stock exchange
then the taxability will be as under (for all categories of shareholders)
LTCG arising from such transaction would be exempt under Section 10(38) of the Income Tax Act; and
STCG arising from such transaction would be subject to tax @ 15% under Section 111A of the Income Tax Act.
Further, in case of resident Individual or HUF, the benefit of maximum amount which is not chargeable to income-tax
is considered while computing the tax on such STCG taxable under Section 111A of the Income Tax Act. In addition
to the above STCG tax, Surcharge, Education Cess and Secondary and Higher Education Cess are leviable(Please
refer to Note 21.7 for rate of surcharge and cess).
Non-resident shareholders can avail beneficial provisions of the applicable DTAA entered into by India with relevant
country in which the shareholder is resident but subject to fulfilling relevant conditions and submitting/ maintaining
necessary documents prescribed under the Income Tax Act.
As an overall point, since the buyback is undertaken on the stock exchange, such transaction is chargeable to
Securities Transaction Tax (STT). STT is a tax payable in India on the value of securities on every purchase or sale
of securities that are listed on the Indian Stock Exchange. Currently, the STT rate applicable on the purchase or sale
of shares on the stock exchange is 0.1% of the value of security transacted.
21.5 SHARES HELD AS STOCK-IN-TRADE.
If the shares are held as stock-in-trade by any of the shareholders of the Company, then the gains would be
characterized as business income and taxable under the head Profits and Gains from Business or Profession. In such
a case, the provisions of Section 46A of the Income Tax Act will not apply.
21.5.1 Resident Shareholders
a) For individuals, HUF, AOP, BOI, profits would be taxable at slab rates.
b) For persons other than stated in (a) above, profits would be taxable @ 30%, or any other applicable tax rate.
No benefit of indexation by virtue of period of holding would be available in any case.
Page 30 of 37
21.5.2 Non Resident Shareholders
a) Non-resident shareholders can avail beneficial provisions of the applicable DTAA entered into by India with
relevant shareholder country but subject to fulfilling relevant conditions and submitting/ maintaining necessary
documents prescribed under the Income Tax Act.
b) Where DTAA provisions are not applicable:
For non-resident individuals, HUF, AOP, BOI, profits would be taxable at slab rates
For foreign companies, profits would be taxed in India @ 40%
For other non-resident shareholders, such as foreign firms, profits would be taxed in India @ 30%.
In addition to the above, Surcharge, Education Cess and Secondary and Higher Education Cess are leviable.
21.6 TAX DEDUCTION AT SOURCE.
21.6.1 In case of Resident Shareholders
In absence of any specific provision under the Income Tax Act, the Company is not required to deduct tax on the
consideration payable to resident shareholders pursuant to the said Buyback.
21.6.2 In case of Non-resident Shareholders
Since the buy-back is through the stock exchange, the responsibility of discharge of the tax due on the gains (if any) is
primarily on the non-resident shareholder. It is therefore important for the non-resident shareholders to suitably
compute such gains (if any) on this transaction and immediately pay taxes in India in consultation with their
custodians/ authorized dealers/ tax advisors appropriately.
21.7 RATE OF SURCHARGE AND CESS.
In addition to the basic tax rate, Surcharge, Education Cess and Secondary and Higher Education Cess are leviable as
under:
21.7.1 Surcharge.
In case of domestic companies: Surcharge @ 12% is leviable where the total income exceeds `10 crores and @ 7%
where the total income exceeds `1 crore but upto `10 crores.
In case of companies other than domestic companies: Surcharge @ 5% is leviable where the total income exceeds
`10 crores and @ 2% where the total income exceeds `1 crore but upto `10 crores.
In case of other assessee (i.e. other than companies): Surcharge @15% is leviable where the total income exceeds `1
crore.
21.7.2 Cess.
Education Cess @ 2% and Secondary and Higher Education Cess @ 1% is leviable in all cases
The above note on taxation sets out the provisions of law in a summary manner only and is not a complete
analysis or listing of all potential tax consequences of the disposal of equity shares. This note is neither binding
on any regulators nor can there be any assurance that they will not take a position contrary to the comments
mentioned herein. Hence, you should consult with your own tax advisors for the tax provisions applicable to
your particular circumstances.
Page 31 of 37
22. DECLARATION BY THE BOARD OF DIRECTORS
Declaration as required by Clause (ix) and Clause (x) of Part A of Schedule II under Regulation 5 (1) of the Buyback
Regulations
The Board confirms that there are no defaults subsisting in the repayment of deposits accepted either before or after
the commencement of the Companies Act, interest payment thereon, redemption of debentures or preference shares
or payment of dividend to any shareholder, or repayment of any term loan or interest payable thereon to any financial
institution or banking company.
The Board has confirmed on the date of the Board Meeting (i.e. December 22, 2016) that it has made a full enquiry
into the affairs and prospects of the Company and that it has formed the opinion:
a. that immediately following the date of the Board Meeting held on December 22, 2016, and the date on which
the results of postal ballot will be declared, there will be no grounds on which the Company could be found
unable to pay its debts;
b. that as regards the Company's prospects for the year immediately following the date of the Board Meeting,
approving the Buyback and the date on which the results of postal ballot will be declared, having regard to the
Board's intention with respect to the management of Company's business during that year and to the amount and
character of the financial resources, which will, in the Boards view, be available to the Company during that
year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent
within a period of one year from the date of the Board Meeting approving the Buyback and the date on which the
results of postal ballot will be declared;
c. in forming its opinion as aforesaid, the Board has taken into account the liabilities as if the Company were being
wound up under the provisions of the Companies Act (including prospective and contingent liabilities).
This declaration is made and issued pursuant to the resolution passed at the meeting of the Board of Directors held on
December 22, 2016.
For and on behalf of the

Board of Directors of Welspun Enterprises Limited
Sd/- Sd/-
Sandeep Garg Rajesh Mandawewala
Managing Director Director
DIN: 00036419 DIN: 00007179
Page 32 of 37
23. AUDITORS CERTIFICATE
The text of the report dated December 22, 2016 and February 14, 2017, received from the Statutory Auditors of the
Company viz. MGB & Co LLP., Chartered Accountants, addressed to the Board of Directors of the Company is
reproduced below:
23.1 Report dated December 22, 2016
To,
The Board of Directors,

Welspun Enterprises Limited
Welspun House, Kamala City,
Senapati Bapat Marg, Lower Parel,
Mumbai - 400013
Dear Sirs,
Subject: Report in terms of Clause (xi) of Part A of Schedule II to the Securities and Exchange Board of India
(Buy Back of Securities) Regulations, 1998 (as amended)
1. In connection with the proposal of Welspun Enterprises Limited (Formerly known as Welspun Projects Limited)
(the Company) to buy back its shares at ` 62/- (Rupees Sixty two) per Equity share, in pursuance to the provisions
of Section 68, 69 and 70 of the Companies Act, 2013 (the Act), the Companies (Share Capital and Debenture)
Rules, 2014 and subsequent amendments thereof, and the Securities and Exchange Board of India (Buy Back of
Securities) Regulations, 1998 (as amended) (the Buy Back Regulations), we have examined the Companys
Audited Accounts for the year ended March 31, 2016 and according to the information and explanations given to us
and on the basis of verification of relevant records as we considered appropriate, we report that:
i) We have enquired into the state of affairs of the Company in relation to the Audited Standalone and the
Consolidated Financial Statements for the year ended March 31, 2016;
ii) The amount of permissible capital payment for the Buy Back of equity shares, as computed in the table below, has
been properly determined in our view in accordance with Section 68 (2) of the Act and Regulation 4 (1) of the Buy
Back Regulations. The amount of equity share capital and free reserves (including Securities Premium) have been
extracted from the audited financial statements of the Company for the year ended March 31, 2016 as under:
Particulars Standalone Consolidated

Amount (in `) Amount (in `) Amount (in `) Amount (in `)
(in `) (in `)
(A) Paid up equity share 1,740,405,350 1,740,405,350
capital
(174,040,535 equity shares of face
value ` 10 each)
(B) Free Reserves:
Securities Premium 10,611,911,464 10,611,761,464
General Reserve 32,177,549 32,177,549
Profit & Loss Account 494,166,307 11,138,255,320 (36,844,855) 10,607,094,158
Total Paid up Capital and Free
12,878,660,670 12,347,499,508
Reserves (A) + (B)
Permissible capital payment
(25% of the paid up capital and 3,219,665,168 3,086,874,877
free reserves)
Buyback Size proposed by
269,76,28,246
Board of Directors
i) The Board of Directors at its meeting held on December 22, 2016 have formed their opinion as specified in
Clause (x) of Part A of Schedule II of the Buy Back Regulations on reasonable grounds and that the Company will
Page 33 of 37
not, having regard to its state of affairs, be rendered insolvent within a period of one year from the date of board
meeting and the date on which the results of the Postal Ballot will be declared.
2. We are not aware of anything to indicate that the opinion expressed by the Directors in the declaration as to any of
the matters mentioned in the declaration is unreasonable in circumstances as at the date of declaration.
3. Compliance with the provisions of the Act and the Buy Back Regulations is the responsibility of the Companys
management. Our responsibility is to verify the factual accuracy of the above mentioned reporting under paragraph 1
above.
4. For the purpose of this report, we have conducted our verification in accordance with the Guidance Note on Audit
Reports and Certificates for Special Purposes issued by the Institute of Chartered Accountants of India.
5. This report has been prepared and issued to the Company with reference to the proposed Buyback of Equity
Shares including disclosing in the Postal Ballot Notice, Public Announcement, Draft Letter of Offer, Letter of Offer
and submission to various Regulatory bodies such as SEBI, Stock Exchanges, RBI etc., as required under the Buy
Back Regulations and should not be used, referred or distributed for any purpose without our prior written consent.
6. We have no responsibility to update this report for events and circumstances occurring after the date of this report.
For MGB & Co LLP

Chartered Accountants
Firm Registration Number 101169W/W-100035
Sd/-
Sanjay Kothari
Partner
Membership No. 048215
Mumbai, December 22, 2016
Page 34 of 37
23.2 Report dated February 14, 2017
To,
The Board of Directors,
Welspun House, Kamala City,
Senapati Bapat Marg, Lower Parel,
Mumbai - 400013
Dear Sir / Madam,
Ref: Our report dated December 22, 2016
Subject: Report in terms of Clause (xi) of Part A of Schedule II to the Securities and Exchange Board of India (Buy
Back of Securities) Regulations, 1998 (as amended)
In reference to our report dated December 22, 2016 and in terms of the requirements of Clause (xi) of Schedule II,
Part A of the Securities and Exchange Board of India (Buy back of Securities) Regulations, 1998, we confirm as
under:
We have enquired into the state of affairs of the Company in relation to the Audited Standalone and the Consolidated
Financial Statements for the year ended March 31, 2016 and the limited review standalone financial statements for the
six months period ending September 30, 2016 and the projections up to March 31, 2018, as approved by the Board of
Directors of the Company.
This report has been prepared and issued to the Company with reference to the proposed Buyback of Equity Shares
including disclosing in the Letter of Offer and submission to various Regulatory bodies such as SEBI, Stock
Exchanges, RBI etc., as required under the Buy Back Regulations and should not be used, referred or distributed for
any purpose without our prior written consent.
For MGB & Co LLP

Chartered Accountants
Firm Registration Number 101169W/W-100035
Sd/-
Sanjay Kothari
Partner
Membership No. 048215
Mumbai, 14 February 2017
Page 35 of 37
24. DOCUMENTS FOR INSPECTION
Copies of the following documents will be available for inspection at the Corporate Office of the Company at
Welspun House, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai-400 013 between 10.30 a.m. and 5.30
p.m. on all working days on all working days except Sunday and public holidays during the Offer Period:
a. Certificate of Incorporation of the Company.

b. Memorandum and Articles of Association of the Company.
c. Annual reports of the Company for the financial years ended March 31, 2016, 2015 and 2014 and limited review
financials for the period ended dated September 30, 2016.
d. Copy of resolution passed by the Board of Directors at their meeting held on December 22, 2016 approving the
proposal of the Buyback.
e. Copy of resolution passed by the Shareholders through postal ballot notice dated December 23, 2016, the results of
which were declared on February 01, 2017approving the proposal of the Buyback.
f. Certificate dated December 22, 2016 and February 14, 2017, received from MGB & Co LLP., Chartered Accountants,
the Statutory Auditors of the Company, in terms of clause (xi) of Part A to Schedule II of the Buyback Regulations.
g. Certificate from MGB & Co LLP., Chartered Accountants dated February 01, 2017 certifying that the Company has
made firm financing arrangements for fulfilling the obligations under the Buyback, in accordance with the
Regulations.
h. Copy of Public Announcement dated February 1, 2017 published in the newspapers on February 2, 2017 regarding
Buyback.
i. Copy of Declaration of Solvency and an affidavit verifying the same as per Form SH 9 of the Companies Act, 2013.
j. Copy of Escrow Agreement dated February 01, 2017 between the Company, Axis Capital Limited and Yes Bank
Limited.
k. Confirmation letter by the Escrow Agent dated February 23, 2017 that the Escrow Account has been opened and
Escrow Amount has been deposited.
l. SEBI comments vide letter dated February 20, 2017 issued in terms of the Buyback Regulations.
25. DETAILS OF THE COMPLIANCE OFFICER
Ms. Indu Daryani,

Company Secretary & Compliance Officer
Alternatively,
Ms. Rashmi Mamtura,
Company Representative
Welspun House, Kamala City, Senapati Bapat Marg,
Lower Parel, Mumbai-400 013
Tel: + 91 22 6613 6000; Fax: + 91 22 2490 8020
Website: www.welspunenterprises.com;
Email: companysecretary_wel@welspun.com
Investor may contact the Compliance Officer for any clarification or to address their grievances, if any, during office
hours i.e. 10.30 a.m. to 5.30 p.m. on all working days except Sunday and public holidays.
26. DETAILS OF THE REMEDIES AVAILABLE TO THE EQUITY SHAREHOLDERS
(i) In case of any grievances relating to the Buyback (e.g. non-receipt of the Buyback consideration, share certificate,
demat credit, etc.), the investor can approach the Manager to the Buyback and/or Registrar to the Buyback and/or
Compliance Officer of the Company for redressal.
(ii) If the Company makes any default in complying with the provisions of Section 68, 69, 70, the Company or any
officer of the Company who is in default shall be punishable with imprisonment for a term and its limit, or with a fine
and its limit or with both in terms of the Companies Act, as the case may be.
(iii) The address of the concerned office of the Registrar of Companies is as follows:
The Registrar of Companies
ROC Bhavan,
Opp. Rupal Park Society,
Behind Ankur Bus Stop,
Naranpura,
Ahmedabad-380013
Page 36 of 37
27. DETAILS OF INVESTOR SERVICE CENTRE
INVESTOR SERVICE CENTRE & REGISTRAR TO THE OFFER
In case of any query, the shareholders may contact the Registrar on any day except holidays between 10.00 a.m. to
5.00 p.m.at the following address:
Link Intime India Private Limited

C-101, 1st Floor, 247 IT Park, Lal Bahadur Shastri Marg,
Vikhroli (West), Mumbai- 400083, Maharashtra, India
Tel: +91 22 6171 5400
Fax: +91 22 2596 0329
Email: wel.buyback@linkintime.co.in
Website: www.linkintime.co.in
SEBI Registration No.: INR000004058
28. DETAILS OF THE MANAGER TO THE BUYBACK
AXIS CAPITAL LIMITED

1st Floor, Axis House,
C-2 Wadia International Centre, P. B. Marg, Worli,
Mumbai 400 025, Maharashtra, India
Tel.: +91 22 4325 2183
Fax: +91 22 4325 3000
Contact Person: Mr. Ankit Bhatia
Email: bcml.buyback@axiscap.in
Website: www.axiscapital.co.in
29. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN

THE LETTER OF OFFER
As per Regulation 19(1)(a) of the Buyback Regulations, the Board of Directors of the Company accepts responsibility
for all the information contained in this Letter of Offer or any other information, advertisement, circular, brochure,
publicity material which may be issued and confirms that such document contains true, factual and material
information and does not contain any misleading information.
For and on behalf of the Board of Directors of

Sd/- Sd/- Sd/-

Sandeep Garg Rajesh Mandawewala Ms. Indu Daryani
Managing Director Director Company Secretary and
DIN: 00036419 DIN: 00007179 Compliance Officer
M. No.: 28988
Date: February 23, 2017

Place: Mumbai
Enclosure:
1. Tender Form for Equity Shareholders holding Equity Shares in Dematerialised Form
2. Tender Form for Equity Shareholders holding Equity Shares in Physical Form along with Form SH 4
Page 37 of 37
FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT
(FOR EQUITY SHAREHOLDERS HOLDING SHARES IN DEMATERIALISED FORM)
Bid No: BUY BACK OPENS ON: Friday, March 03, 2017
BUY BACK CLOSES ON: Friday, March 17, 2017
Date:
For Registrar
Inward No. Date Stamp
To, Status: Please tick appropriate box

Board of Directors Individual Foreign Institutional Buyer Mutual Fund
Welspun Enterprises Limited, Insurance Companies Other NIB Other QIBs
Welspun House, Kamala City, Senapati
Bapat Marg, Lower Parel, Mumbai-400 013 Company Financial Institution
Dear Sir / Madam,
Sub: Letter of Offer dated February 23, 2017 to Buy Back not exceeding 4,35,10,133 Equity Shares of Welspun Enterprises Limited (the Company)
at a price of `62 (Rupees Sixty Two only) per Equity Share (the Buy Back Offer Price) payable in cash
1. I/We (having read and understood the Letter of Offer dated February 23, 2017) hereby tender/offer my/our Equity Shares in response to the
Buy Back on the terms and conditions set out below and in the Letter of Offer.
2. I/We authorize the Company to Buy Back the Equity Shares offered (as mentioned below) and to issue instruction(s) to the Registrar to the
Buy Back to extinguish the Equity Shares.
3. I/We hereby warrant that the Equity Shares comprised in this Tender Offer are offered for Buy Back by me/us free from all liens, equitable
interest, charges and encumbrance.
4. I/We declare that there are no restraints/injunctions or other order(s) of any nature which limits/restricts in any manner my/our right to tender
Equity Shares for Buy Back and that I/we am/are legally entitled to tender the Equity Shares for Buy Back.
5. I/We agree that the Company will pay the consideration as per secondary market mechanism.
6. I/We agree to receive, at my own risk, the invalid/unaccepted Equity Shares under the Buy Back Offer in the demat a/c from where I/we have
tendered the Equity Shares in the Buy Back. In case if for any reason the Equity Shares cannot be credited to the above demat account, I/we
agree to receive a single share certificate for the unaccepted Equity Shares in physical form.
7. I/We undertake to return to the Company any Buy Back consideration that may be wrongfully received by me/us.
8. I/We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my/our
tender/offer and agree to abide by any decision that may be taken by the Company to effect the Buy Back in accordance with the Companies
Act 2013 and the Buy Back Regulations.
9. Details of Equity Shares held and tendered / offered for Buy Back Offer:
Particulars In Figures In Words
Number of Equity Shares held as on Record Date
February 14, 2017
Number of Equity Shares Entitled for Buy Back
(Buy Back Entitlement)
Number of Equity Shares offered for Buy Back
(Including Additional Shares)
Note: An Eligible Person may tender Equity Shares over and above his/her Buy Back Entitlement. Number of Equity Shares validly tendered
by any Eligible Person up to the Buy Back Entitlement of such Eligible Person shall be accepted to the full extent. The Equity Shares tendered
by any Eligible Person over and above the Buy Back Entitlement of such Eligible Person shall be accepted in accordance with Paragraph 19
of the Letter of Offer. Equity Shares tendered by any Equity Shareholders over and above the number of Equity Shares held by such Eligible
Person as on the Record Date shall not be considered for the purpose of Acceptance.
10. Details of Account with Depository Participant (DP):
Name of the Depository (tick whichever is applicable) NSDL CDSL
Name of the Depository Participant
DP ID No.
Client ID with the DP
------------------------------------------------------------------------- Tear along this line ---------------------------------------------------------------------

Acknowledgement Slip: Welspun Enterprises Limited Buy Back
(to be filled by the Eligible Person) (subject to verification)
Folio No./DP ID Client ID

Received from Mr./Ms./M/s.
Form of Acceptance-cum-Acknowledgement along with:
No. of Equity Shares offered for Buy Back (In Figures) STAMP OF BROKER
(In Words)
Please quote Client ID No. & DP ID No. for all future correspondence
11. Equity Shareholders Details:
First/Sole Holder Joint Holder 1 Joint Holder 2 Joint Holder 3
Full Name(s) Of The Holder
Signature(s)*
PAN No.
Address of the First/ Sole

Equity Shareholder
Telephone No. / Email ID
*Corporate must affix rubber stamp
INSTRUCTIONS
1. This Offer will open on March 03, 2017 and close on March 17, 2017.
2. This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer
and this Tender Form.
3. The shares in the Offer shall be rejected if the Eligible Person is not a shareholder of the Company as on the Record date, if there is a name
mismatch in the demat account of the Shareholder.
4. The Shareholders will have to ensure that they keep the DP Account active and unblocked to receive credit in case of return of Equity Shares
due to rejection or due to prorated buy back as decided by the Company.
5. Eligible Persons to whom the Offer is made are free to tender shares to the extent of their entitlement in whole or in part or in excess of their
entitlement.
6. All documents sent by Eligible Persons will be at their own risk. Eligible Persons are advised to safeguard adequately their interests in this
regard.
7. Eligible Shareholders have to fill up the EVENT number issued by Depositary in the column for settlement details alongwith the market
type as Buyback, ISIN, Quantity of shares and CM BP ID of broker and execution date in the Delivery Instruction Slips (DIS) so that
shares can be tendered for buyback offer.
ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUY BACK OFFER SHOULD BE ADDRESSED TO
THE REGISTRAR TO THE BUY BACK OFFER AT THE FOLLOWING ADDRESS QUOTING YOUR CLIENT ID & DP ID.
Link Intime India Pvt. Ltd,
Unit: Welspun Enterprises Limited
C-101, 1st Floor, 247 IT Park, Lal Bahadur Shastri Marg, Vikhroli - West,
Mumbai, Maharashtra - 400083
Tel: +91 22 61710 5400; Fax: +91 22 2596 0329
Email: wel.buyback@linkintime.co.in, Website: www.linkintime.co.in
FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT
(FOR EQUITY SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM)
Bid No: BUY BACK OPENS ON: Friday, March 03, 2017
BUY BACK CLOSES ON: Friday, March 17, 2017
Date:
For Registrar
Inward No. Date Stamp
To, Status: Please tick appropriate box

Board of Directors Individual Foreign Institutional Buyer Mutual Fund
Welspun Enterprises Limited,
Insurance Companies Other NIB Other QIBs
Welspun House, Kamala City, Senapati
Bapat Marg, Lower Parel, Mumbai-400 013 Company Financial Institution
Dear Sirs,
Sub: Letter of Offer dated February 23, 2017 to Buy Back not exceeding 4,35,10,133 Equity Shares of Welspun Enterprises Limited (the Company)
at a price of `62 (Rupees Sixty Two only) per Equity Share (the Buy Back Offer Price) payable in cash
1. I/We (having read and understood the Letter of Offer dated February 23, 2017) hereby tender / offer my / our Equity Shares in response to the
Buy Back on the terms and conditions set out below and in the Letter of Offer.
2. I / We authorise the Company to Buy Back the Equity Shares offered (as mentioned below) and as a consequence to extinguish the share certificates.
3. I / We hereby affirm that the Equity Shares comprised in this tender / offer are offered for Buy Back by me / us free from all liens, equitable
interest, charges and encumbrance.
4. I / We declare that there are no restraints / injunctions or other order(s) of any nature which limits / restricts in any manner my / our right to
tender Equity Shares for Buy Back and that I / we am / are legally entitled to tender the Equity Shares for Buy Back Offer.
5. I / We agree that the Company is not obliged to accept any Equity Shares offered for Buy Back where loss of share certificates has been
notified to the Company.
6. I / We agree that the Company will pay the Buy Back Price only after due verification of the validity of the documents and that the consideration
will be paid as per secondary market mechanism.
7. I / We undertake to return to the Company any Buy Back consideration that may be wrongfully received by me / us.
8. I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my / our
tender / offer and agree to abide by any decision that may be taken by the Company to effect the Buy Back in accordance with the Companies
Act and the Buy Back Regulations.
9. I / We authorize the Company to split the Share Certificate and issue new consolidated Share Certificate for the unaccepted Equity shares in
case the Equity Shares accepted by the Company are less than the Equity Shares tendered in the Buy Back
10. Details of Equity Shares held and tendered / offered for Buy Back:
Particulars In Figures In Words
Number of Equity Shares held as on Record Date
February 14, 2017
Number of Equity Shares Entitled for Buy Back
(Buy Back Entitlement)
Number of Equity Shares offered for Buy Back
(Including Additional Shares)
Note: An Equity Shareholder may tender Equity Shares over and above his / her Buy Back Entitlement. Number of Shares validly tendered
by any Equity Shareholder up to the Buy Back Entitlement of such Equity Shareholder shall be accepted to the full extent. The Shares
tendered by any Equity Shareholder over and above the Buy Back Entitlement of such Equity Shareholder shall be accepted in accordance
with Paragraph 19 of the Letter of Offer. Equity Shares tendered by any Eligible Person over and above the number of Equity Shares held by
such Eligible Person as on the Record Date shall not be considered for the purpose of Acceptance. The signature on the Transfer deed (Form
SH 4) should match with the signature recorded / registered with the records of the Company.
11. Details of Share Certificate(s) enclosed: Total No. of Share Certificates Submitted
Sr. No. Folio No. Share Certificate No. Distinctive Nos. No. of Shares
From To
1
2
3
4
Total
In case the number of folios and share certificates enclosed exceed 4 nos., Please attach a separate sheet giving details in the same format as above
Acknowledgement Slip: Welspun Enterprises Limited Buy Back Offer
(to be filled by the Eligible Person) (subject to verification)
Received from Mr./Ms./M/s.
Ledger Folio No.: No. of Share Certificate submitted: STAMP OF BROKER
No. of Equity Shares offered for Buy Back (In Figures)
(In Words)
Please quote Ledger Folio No. for all future correspondence
12. Details of other Documents (Please as appropriate, if applicable) enclosed:
Power of Attorney Previous RBI approvals for acquiring the Equity Shares of
Welspun Enterprises Limited hereby tendered in the Buyback Offer
Corporate authorisations Death Certificate
Succession Certificate Self attested copy of Permanent Account Number (PAN Card)
Others (please specify):
Mode of Payment (Please Tick) Electronic Physical

13. Equity Shareholders Details:
First/Sole Holder Joint Holder 1 Joint Holder 2 Joint Holder 3
Full Name(s) of The Holder
Signature(s)*
PAN No.
Address of the First/ Sole

Equity Shareholder
Telephone No. / Email ID
*Corporate must affix rubber stamp

INSTRUCTIONS
1. This Offer will open on March 03, 2017 and close on March 17, 2017.
2. This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer
and this Tender Form
3. Eligible Persons who wish to tender their Equity Shares in response to this Buy Back Offer should deliver the following documents so as to
reach before the close of business hours to the Registrar (as mentioned in the Letter of Offer) on or before March 21, 2017 by 5 PM.
a) The relevant Tender Form duly signed (by all Equity Shareholders in case shares are in joint names) in the same order in which they
hold the shares.
b) Original share certificates
c) Self attested copy of the Permanent Account Number (PAN) Card
d) Transfer deed (Form SH 4) duly signed (by all Equity Shareholders in case shares are in joint names) in the same order in which they
hold the shares
e) Transaction Registration Slip (TRS) generated by the Exchange Bidding System.
4. Eligible Persons should also provide all relevant documents in addition to the above documents. Such may include (but not limited to):
a) Duly attested Power of Attorney registered with the Registrar if any person other than the Eligible Persons has signed the relevant
Tender / Offer Form
b) Duly attested death certificate / succession certificate in case any Eligible Persons has expired
c) Necessary corporate authorizations, such as Board Resolutions etc., in case of companies
5. Eligible Persons to whom the Buyback Offer is made are free to tender Equity Shares to the extent of their entitlement in whole or in part or
in excess of their entitlement.
6. All documents / remittances sent by or to Eligible Persons will be at their own risk and the Eligible Persons are advised to adequately
safeguard their interests in this regard.
7. All documents as mentioned above, shall be enclosed with the valid Tender Form otherwise the shares will be liable for rejection. The shares
shall be liable for rejection on the following grounds amongst others:
a. If there is any other company share certificate enclosed with the Tender Form instead of the share certificate of the Company;
b. If the transmission of shares is not completed, and the shares are not in the name of the Eligible Shareholder
c. If the Eligible Shareholders bid the shares but the RTA does not receive the share certificate
d. In case the signature in the Tender Form and Form SH 4 doesnt match as per the specimen signature recorded with Company/Registrar.
------------------------------------------------------------------------- Tear along this line ------------------------------------------------------------------------
ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUY BACK OFFER SHOULD BE ADDRESSED TO THE
REGISTRAR TO THE BUY BACK OFFER AT THE FOLLOWING ADDRESS QUOTING YOUR FOLIO NO.
Link Intime India Pvt. Ltd,

Unit: Welspun Enterprises Limited
C-101, 1st Floor, 247 IT Park, , Lal Bahadur Shastri Marg, Vikhroli (West) ,
Mumbai,Maharashtra - 400083
Tel: +91 22 61710 5400; Fax: +91 22 2596 0329
Email: wel.buyback@linkintime.co.in, Website: www.linkintime.co.in
Form No. SH-4
Securities Transfer Form
Pursuant to section 56 of the Companies act, 2013 and sub-rule (1) of rule 11 of the
Companies (Share Capital and Debentures) Rules 2014
Date of execution..
FOR THE CONSIDERATION stated below the Transferor(s) named do hereby transfer to the Transferee(s) named
the securities specified below subject to the conditions on which the said securities are now held by the Transferor(s)
and the Transferee(s) do hereby agree to accept and hold the said securities subject to the conditions aforesaid.
CIN: L45201GJ1994PLC023920
Name of the company (in full): Welspun Enterprises Limited (Formerly known as Welspun Projects Limited)
Name of the Stock Exchange where the company is listed, if any: BSE Limited, National Stock Exchange of India
Limited
DESCRIPTION OF SECURITIES:
Kind/Class of securities Nominal value of each Amount called up per unit Amount paid up per unit of
(1) unit of security (2) of security (3) security (4)
Equity Shares `10/- `10/- `10/-
No. of Securities being Transferred Consideration Received (Rs)

In Figures In Words In words In figures
Distinctive Number From
To
Corresponding Certificate Nos:
TRANSFERORS PARTICULARS
Registered Folio
Number
Name(s) in full Seller Signature (s)
1.
2.
3.
I, hereby confirm that the Transferor has signed before me. Witness
Signature
Name and Address of Witness

TRANSFEREES PARTICULARS-
1 2 3
Name in full Welspun Enterprises Limited
(Formerly known as Welspun Projects
Limited)
Fathers/ N.A.
mothers/
Spouse name
Address Welspun House, Kamala City,
E-mail ID Senapati Bapat Marg, Lower Parel,
Mumbai 400 013, Maharashtra.
companysecretary_wel@welspun.com
Occupation Business
Existing folio
no., if any
Signature
Folio No. of Transferee: ___________________________
Specimen Signature of Transferee
1. ____________________________________________
2. ____________________________________________
3. ____________________________________________
Value of stamp affixed:_________________________(Rs.)
Enclosures:
(1) Certificate of shares or debentures or other securities
(2) If no certificate is issued, letter of allotment.
(3) Copy of PAN Card of all the Transferees (For all listed Cos.)
(4) Other, Specify.
Stamps:
For office use only
Checked by_________________________________ Signature tallies by __________________________________
Entered in the Register of Transfer on ________________________vide Transfer No.________________________
Approval Date__________________________ Power of attorney/Probate/Death Certificate/Letter of administration

Registered on ________________________________________at No.____________________________________

Updates On Buy Back Offer - Dispatch of Letter of Offer (Company Update)

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LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

WELSPUN ENTERPRISES LIMITED

Axis Capital Limited Link Intime India Private Limited

S. No Particulars Page No.

2. DEFINITION OF KEY TERMS

Important Notice to All Shareholders

RESOLVED FURTHER THAT the Board hereby confirms that:

5. DETAILS OF THE PUBLIC ANNOUNCEMENT

6. DETAILS OF THE BUYBACK

(i) Shareholding of the promoters and promoter group of the Company:

(iii) Shareholding of the Directors or Key Managerial Personnel of the Company:

1. Mr. Balkrishan Goenka Chairman (Executive) 84 Negligible

8. NECESSITY OF THE BUYBACK

10. BASIS OF CALCULATING THE BUYBACK PRICE

11. SOURCES OF FUNDS FOR THE BUYBACK

13. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN

13.1 The present capital structure of the Company is as follows:

14. BRIEF INFORMATION OF THE COMPANY

Director Name Designation Appointment/ Effective date Reason

Financial Ratios on standalone basis are as under:

Financial Ratios on consolidated basis are as under:

(Audited) (Audited) (Audited)

Basic Earnings Per Share (EPS) (15.25) 0.04 0.10

16. STOCK MARKET DATA

17. DETAILS OF THE STATUTORY APPROVALS

18. DETAILS OF THE REGISTRAR TO THE BUYBACK

Link Intime India Private Limited

19. PROCESS AND METHODOLOGY FOR THE BUYBACK

19.5 Fractional Entitlements:

19.7 Basis of Acceptance of Shares validly tendered in the General Category:

19.8 Basis of Acceptance of Equity Shares between Categories

19.9 For avoidance of doubt, it is clarified that:

20. PROCEDURE FOR TENDER OFFER AND SETTLEMENT

(i) The Buyback is open to all Eligible Persons.

B. Process and Methodology

PROCESS AND METHODOLOGY TO BE ADOPTED FOR THE BUYBACK

AXIS CAPITAL LIMITED

2. For shareholders holding shares in the physical form if

Tax implications in the hands of the shareholders on the buy-back of shares:

For and on behalf of the

23.1 Report dated December 22, 2016

The Board of Directors,

Particulars Standalone Consolidated

For MGB & Co LLP

Dear Sir / Madam,

Ref: Our report dated December 22, 2016

For MGB & Co LLP

a. Certificate of Incorporation of the Company.

25. DETAILS OF THE COMPLIANCE OFFICER

Ms. Indu Daryani,

26. DETAILS OF THE REMEDIES AVAILABLE TO THE EQUITY SHAREHOLDERS

INVESTOR SERVICE CENTRE & REGISTRAR TO THE OFFER

Link Intime India Private Limited

28. DETAILS OF THE MANAGER TO THE BUYBACK

AXIS CAPITAL LIMITED

29. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN

For and on behalf of the Board of Directors of

Sd/- Sd/- Sd/-

Date: February 23, 2017

To, Status: Please tick appropriate box

------------------------------------------------------------------------- Tear along this line ---------------------------------------------------------------------

Folio No./DP ID Client ID

Checked by_ Signature tallies by __

Entered in the Register of Transfer on vide Transfer No.